Bruker Corp DEF 14A, filed Apr 11, 2025
Bruker Corp (BRKR)
About this DEF 14A
Bruker Corp filed this DEF 14A on April 11, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
Bruker Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
BRUKER CORPORATION
Proxy Statement
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Innovation with Integrity
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BRUKER CORPORATION
40 Manning Road
Billerica, MA 01821
(978) 663-3660
Dear Stockholder:
On behalf of the Board of Directors and management of Bruker Corporation, I would like to invite you to attend our 2025 Annual Meeting of Stockholders to be held on Thursday, May 29, 2025 at 10:00 a.m., Eastern Time, online via the Internet as a virtual web conference at www.virtualshareholdermeeting.com/BRKR2025.
The Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the formal business to be conducted at the meeting, and Proxy Card accompany this letter.
Our 2025 Annual Meeting of Stockholders will be conducted exclusively via the Internet as a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting physically in person. However, you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned website.
Pursuant to certain rules of the U.S. Securities and Exchange Commission that allow issuers to furnish proxy materials to stockholders over the Internet, we are posting our proxy materials on the Internet and delivering a Notice of Internet Availability of Proxy Materials, or the Notice, on or about April 11, 2025, containing instructions on how to access or request a copy of our Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024. This process substantially reduces the costs associated with printing and distributing our proxy materials.
All stockholders are invited to attend the Annual Meeting. Whether or not you attend the Annual Meeting, you are urged to vote as soon as possible. You may vote over the Internet prior to the Annual Meeting or virtually at the Annual Meeting, by telephone, or, if you requested printed copies of our proxy materials, by completing, dating and returning a Proxy Card.
Please review the instructions on the Notice or on the Proxy Card regarding your voting options. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the stockholders is important.
I look forward to your participation and thank you for your continued support.
Sincerely, |
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Frank H. Laukien, Ph.D. |
Chairman, President and Chief Executive Officer |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
Notice is hereby given that the 2025 Annual Meeting of the Stockholders of Bruker Corporation, or the Company, will be held on Thursday, May 29, 2025, at 10:00 a.m., Eastern Time, online via live webcast at www.virtualshareholdermeeting.com/BRKR2025, for the following purposes:
The Board of Directors has fixed the close of business on April 1, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for examination during ordinary business hours for 10 days prior to the Annual Meeting at our principal executive offices at 40 Manning Road, Billerica, MA 01821. This stockholder list will also be available for review online during the Annual Meeting.
By order of the Board of Directors |
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Frank H. Laukien, Ph.D. |
Chairman, President and Chief Executive Officer |
Billerica, Massachusetts
April 11, 2025
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, MAY 29, 2025:
This Proxy Statement and the accompanying Annual Report are available electronically at:
https://ir.bruker.com/financial-info/annual-meeting-materials/.
BRUKER CORPORATION
2025 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT TABLE OF CONTENTS
GENERAL INFORMATION ABOUT THE 2025 ANNUAL MEETING AND VOTING MATTERS |
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Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting |
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Directors Continuing in Office until the 2026 Annual Meeting |
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Directors Continuing in Office until the 2027 Annual Meeting |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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Employment Contracts, Termination of Employment and Change in Control Arrangements |
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BRUKER CORPORATION
PROXY STATEMENT
We are furnishing this Proxy Statement in connection with the solicitation of proxies by our Board of Directors, or Board, for use at our 2025 Annual Meeting of Stockholders, or the 2025 Annual Meeting, to be held on May 29, 2025, in the virtual meeting format set forth in the notice of the meeting and at any adjournments of the meeting. We are providing access to our proxy materials over the Internet. On April 11, 2025, we mailed a Notice of Internet Availability of Proxy Materials, or the Notice, to stockholders, unless they requested a printed copy of our proxy materials. The Notice contains instructions on how to access our proxy materials and how to vote. If you would like to receive a paper or e-mail copy of our proxy materials, please follow the instructions in the Notice. If you requested printed versions of these materials by mail, the materials will also include a Proxy Card for the 2025 Annual Meeting.
Throughout this Proxy Statement, the terms “we,” “us,” “our” and “Bruker” refer to Bruker Corporation.
GENERAL INFORMATION ABOUT THE 2025 ANNUAL MEETING AND VOTING MATTERS
The 2025 Annual Meeting will be conducted as a virtual meeting of stockholders. We will host the 2025 Annual Meeting live online via webcast. You will be able to attend the 2025 Annual Meeting online, vote your shares online during the 2025 Annual Meeting and submit your questions online during the 2025 Annual Meeting by visiting www.virtualshareholdermeeting.com/BRKR2025. There will not be a physical meeting location, and you will not be able to attend the 2025 Annual Meeting physically in person. The webcast will start at 10:00 a.m., Eastern Time, on Thursday, May 29, 2025. You will need the control number included on your Notice, Proxy Card or in the instructions from your broker in order to be able to enter the 2025 Annual Meeting online. Information contained on this website is not incorporated by reference into this Proxy Statement or any other report we file with the U.S. Securities and Exchange Commission, or the SEC.
Please go to www.virtualshareholdermeeting.com/BRKR2025 before the start of the meeting for instructions on how to attend and participate online. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, there will be a toll-free number and international number available on www.virtualshareholdermeeting.com/BRKR2025. Technicians will be ready to assist you with any technical difficulties you may have, beginning 15 minutes prior and through the conclusion of the meeting. You will have the ability to test the system before the 2025 Annual Meeting starts.
The holders of a majority in interest of all of our Common Stock, par value $0.01 per share, or Common Stock, issued, outstanding and entitled to vote are required to be present in person or be represented by proxy at the 2025 Annual Meeting in order to constitute a quorum for the transaction of business. Each share of our Common Stock outstanding on the record date of April 1, 2025, will be entitled to one vote on all matters.
A description of the voting requirements and related effect of abstentions and broker non-votes on each item proposed for stockholder action is as follows:
Proposal |
Voting Options |
Board Recommendation |
Vote Required to |
Effect of Abstentions, |
Item 1 – Election of Four |
■ “For” all nominees; ■ “Withhold” for all nominees; or ■ “Withhold” from one or more nominees |
“For” all nominees |
Plurality: the individuals who |
No impact on election outcome |
■ Bonnie H. Anderson |
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■ Frank H. Laukien, Ph.D. |
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■ John A. Ornell |
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■ Richard A. Packer |
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Item 2 – Approval on an |
“For,” “Against,” or “Abstain” |
“For” |
Majority of shares present and |
■ Abstentions are treated as votes “against” ■ Broker non-votes have no effect |
Item 3 – Ratification of the |
“For,” “Against,” or “Abstain” |
“For” |
Majority of shares present and |
■ Abstentions are treated as votes “against” ■ There are no broker non- votes since brokers, banks or other nominees may vote customers’ shares in their discretion |
Item 4 – Approval of the adoption of the Bruker Corporation 2026 Incentive Compensation Plan |
“For,” “Against,” or “Abstain” |
“For” |
Majority of shares present and |
■ Abstentions are treated as votes “against” ■ Broker non-votes have no effect |
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Bruker Proxy Statement 2025 |
Any proxy that is voted according to the instructions included in the Notice or on the Proxy Card will be voted in the manner instructed by the stockholder, and if Proxy Cards are signed and returned but no instructions are given, the shares represented thereby will be voted “FOR” all nominees for director in Proposal No. 1, and “FOR” approval of Proposal Nos. 2, 3, and 4. In addition, if other matters come before the meeting, the persons named in the accompanying proxy will have discretion to vote on those matters in accordance with their best judgment. Stockholders of record may revoke their proxies by attending the 2025 Annual Meeting online and virtually casting their votes or by giving written notice of revocation to the Secretary of Bruker at any time before the proxy is exercised. Please note, however, that if your shares are held of record by a broker, bank or nominee and you wish to vote at the meeting, you will not be permitted to vote at the meeting online unless you first obtain a proxy issued in your name from the record holder.
If your shares are held in the “street name” of a broker or other nominee, the broker or nominee may not be permitted to exercise voting discretion with respect to certain of the proposals to be acted upon. If the broker or nominee is not given instructions as to how to vote such shares, the broker has authority to vote those shares for or against “routine” matters, such as Proposal No. 3. Brokers cannot vote on their customers’ behalf on “non-routine” matters such as Proposals No. 1, 2, and 4. If you do not provide voting instructions for each of these proposals, this will result in a “broker non-vote” with respect to the matters for which you did not provide voting instructions. If the brokerage firm lacks discretionary voting power with respect to an item that is not a routine matter and you do not provide voting instructions, those shares will be counted for purposes of establishing a quorum to conduct business at the 2025 Annual Meeting, but will not be counted for purposes of determining whether stockholder approval of the particular matter has been obtained.
We will bear the cost of any proxy solicitation. Although we expect that the solicitation will be primarily by mail and e-mail, regular employees or our representatives (none of whom will receive any extra compensation for their activities) may also solicit proxies by telephone or in person and arrange for brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals at our expense.
Our principal executive offices are located at 40 Manning Road, Billerica, Massachusetts 01821, and our telephone number is (978) 663-3660.
Record Date and Voting Securities
Only stockholders of record at the close of business on April 1, 2025, or the Record Date, are entitled to notice of and to vote at the 2025 Annual Meeting. As of the Record Date, 151,521,040 shares of Common Stock were outstanding and entitled to vote. Each outstanding share of our Common Stock entitles the record holder to one vote. Broadridge Financial Solutions, Inc., or Broadridge, will tabulate all votes that are received prior to the 2025 Annual Meeting. The inspector of elections, who will be one of our employees or a representative of Morgan, Lewis & Bockius LLP, will receive Broadridge’s tabulation, tabulate all other votes, and certify the voting results.
Bruker Proxy Statement 2025 |
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Restated Certificate of Incorporation provides that our Board will consist of three classes of directors with overlapping three-year terms. One class of directors is to be elected each year for a three-year term. Directors are assigned to each class in accordance with a resolution or resolutions adopted by the Board, each class consisting, as nearly as possible, of one-third the total number of directors. There are currently 10 members of our Board, consisting of three Class II directors serving terms expiring at our Annual Meeting of Stockholders in 2026, three Class III directors serving terms expiring at the 2027 Annual Meeting, and four Class I directors serving terms expiring at our Annual Meeting of Stockholders in 2025. The four current Class I directors whose terms expire at our 2025 Annual Meeting of Stockholders are Bonnie H. Anderson, Frank H. Laukien, Ph.D., John A. Ornell, and Richard A. Packer.
The first proposal on the agenda for the 2025 Annual Meeting is the election of Bonnie H. Anderson, Frank H. Laukien, Ph.D., John A. Ornell, and Richard A. Packer to serve as Class I directors for three-year terms beginning at the 2025 Annual Meeting and ending at our Annual Meeting of Stockholders in 2028, or in each case, until a successor has been duly elected and qualified. Each of Ms. Anderson, Dr. Laukien, Mr. Ornell and Mr. Packer is currently serving as a Class I director. All nominees were unanimously approved by our Board, including unanimous approval by our independent directors, upon the recommendation of the Nominating & Governance Committee.
Unless marked otherwise, proxies received will be voted FOR the election of each of the nominees as director. If any nominee is unwilling or unable to serve as a nominee for director at the time of the 2025 Annual Meeting, the proxies may be voted for a substitute nominee who will be designated by the present Board to fill such vacancy. Alternatively, if no such nominee is designated, a vacancy will be created in Class I. The Board has no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.
The Board of Directors recommends a vote FOR the election of Bonnie H. Anderson, Frank H. Laukien, Ph.D., John A. Ornell, and Richard A. Packer to serve as Class I directors.
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Bruker Proxy Statement 2025 |
CORPORATE GOVERNANCE
Certain Information Regarding Directors and Nominees
The biographies of the nominees and each of our continuing directors are below and include the experiences, qualifications, attributes or skills that caused the Board to determine that the person should serve as a director of Bruker.
Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting
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Bonnie H. Anderson |
Age 67 |
Director Since 2020 |
Ms. Anderson is the CEO and Chairman of PinkDx, Inc., a women’s healthcare company, she founded in 2022. Ms. Anderson co-founded Veracyte in 2008 and served as a member of the Board of Directors of Veracyte since February 2008, including service as chair of the Board of Directors from 2016 to 2023. From February 2008 to May 2021, Ms. Anderson served as Veracyte’s CEO. From August 2013 to February 2017, Ms. Anderson served as President at Veracyte. Ms. Anderson previously acted as an independent strategic consultant from 2006 to 2008. From September 2000 to March 2006, Ms. Anderson served as a Vice President at Beckman Coulter, Inc., a publicly traded manufacturer of biomedical testing instrument systems, tests and supplies. Ms. Anderson currently serves on the Board of Directors of DNA Script, a private biotechnology company, and serves as President of the Coalition for 21st Century Medicine and on the Board of Trustees of the Keck Graduate Institute of Applied Life Sciences. Ms. Anderson holds a Bachelor of Science degree in Medical Technology and an honorary Doctorate of Science degree from Indiana University of Pennsylvania. Ms. Anderson brings to the Board extensive genomics testing and diagnostics business expertise, as well as deep insights into oncology, hematology and immunology diagnostic tools and clinical workflows. Additionally, Ms. Anderson brings extensive knowledge of public company corporate governance matters attributable to her experience leading and advising public companies. Ms. Anderson serves as Chair of our Compensation Committee.
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Frank H. Laukien, Ph.D. |
Age 65 |
Director Since 1991 |
Dr. Frank H. Laukien has been our Chairman, President and Chief Executive Officer since February 1991 and is our largest stockholder. Dr. Laukien also serves as a director of various subsidiaries of Bruker, none of which are publicly traded companies. Dr. Laukien has been elected as a governing trustee of the Dana-Farber Cancer Institute in 2023, and he has been reelected to the ALDA (Analytical, Life-Science & Diagnostics Association) Board in 2021. Dr. Laukien holds a Bachelor of Science degree in physics from MIT, as well as a Ph.D. in chemical physics from Harvard. Dr. Laukien currently serves on the MIT Chemistry Visiting Committee. In 2021, he has been appointed to the Scientific Advisory Boards of the Australian National Phenome Center, and of the Berlin-Brandenburg Innovation Cluster for Cell-based Medicine ‘Virchow 2.0’. He is a non-voting board observer in Terrain Biosciences, Inc., an RNA CRO/CDMO startup in which Bruker has a minority investment. In May 2017, Dr. Laukien was elected a senator of acatech, the German National Academy of Science and Engineering. In 2021, Dr. Laukien was appointed as a Visiting Scholar at Harvard University in the Department of Chemistry and Chemical Biology, and this appointment has been extended for 2024. At Harvard, he participates in the Harvard Origins of Life Initiative and is a co-founder of the Galileo Project at the Center for Astrophysics. In 2021-2023, Dr. Laukien was co-chair of the new scientific working group ‘Cancer Evolution’ by the American Association of Cancer Research (AACR) Dr. Laukien also is a founding shareholder, angel investor and board member of two New England start-up companies in therapeutics and in space exploration, both outside of Bruker’s strategic scope. Dr. Laukien is the author of two scholarly books, called ‘Active Biological Evolution’ (2022), and ‘Origins & Evolution’ (2024). Additionally, Dr. Laukien sits on the Boards of Directors of three non-profit entities: FREOPP, a non-partisan think tank that explores ways to expand economic opportunities to disadvantaged people; Heterodox Academy, which promotes viewpoint diversity in Higher Education; and the MIT Free Speech Alliance. As our largest stockholder and based on his long history of leading the profitable growth at Bruker, Dr. Laukien brings to the Board the perspective of a significant stakeholder with an in-depth knowledge of all aspects of our operations. He also provides extensive executive experience in organizational management, strategic planning, finance, global business development and life science tools and diagnostics markets, as well as the scientific, diagnostic and technical background required for a deep understanding of our key technologies, markets and industry dynamics. |
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John A. Ornell |
Age 67 |
Director Since 2015 |
Mr. Ornell is retired from Waters Corporation, or Waters, where he served as Vice President, Finance and Administration and Chief Financial Officer from 2001 to 2013. During his time at Waters, he was also responsible for information technology, investor relations and the TA Instruments Division. Joining Waters in 1994, Mr. Ornell served in a variety of operational and financial leadership roles before assuming the position of Waters’ Chief Financial Officer. During 2014, Mr. Ornell continued to serve Waters on a part-time, transitional basis. Prior to joining Waters, Mr. Ornell progressed through a series of roles of increasing responsibility at a number of multinational corporations, primarily in operational finance functions. Mr. Ornell holds a Bachelor of Science degree in Business Administration and a Bachelor of Arts degree in Economics from the University of New Hampshire, as well as a Master of Business Administration degree from Southern New Hampshire University. He is a Certified Management Accountant and a Certified Public Accountant. Mr. Ornell brings to the Board a depth of knowledge in the life sciences and analytical instruments industry, as well as a global perspective with significant experience managing the operational, strategic and financial matters of life sciences companies. Mr. Ornell serves as Chair of our Audit Committee.
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Bruker Proxy Statement 2025 |
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Richard A. Packer |
Age 67 |
Director Since 2007 |
Mr. Packer is a Vice Presidential Executive Officer of Asahi Kasei Corporation, which is traded on the Tokyo exchange, and operates in the fields of materials and chemicals, housing and construction materials, and healthcare. In this role he leads a number of corporate initiatives to improve the operations of Asahi Kasei’s global businesses. Mr. Packer was formerly the leader of Asahi Kasei’s healthcare business unit, with revenues over $4 billion operating in the fields of medical equipment and devices, pharmaceuticals and biotechnology, and bioprocess related equipment, supplies and services. Previously, Mr. Packer served as the non-executive Chairman of ZOLL Medical Corporation, a company that was publicly traded until it was acquired by Asahi Kasei Corporation in April 2012. From November 1999 to April 2016, Mr. Packer was the Chief Executive Officer and a director of ZOLL. He served as Chairman of ZOLL from 1999 until November 2010. From 1992 until his appointment as Chairman and Chief Executive Officer in 1999, Mr. Packer served in a number of roles, including Chief Operating Officer, Chief Financial Officer, Head of North American Sales, and Vice President of Operations. Prior to joining ZOLL, Mr. Packer served as Vice President of various functions for Whistler Corporation, a consumer electronics company. Previously, Mr. Packer was a manager with the consulting firm of PRTM/KPMG, specializing in the operations of high technology companies. Mr. Packer is the past Chairperson of MassMEDIC, the industry council for Medical Devices in Massachusetts. He also currently serves as a board member of the Medical Device Manufacturers Association and the ZOLL Foundation. He has served as a member of the Board of Directors of numerous public and private companies. Mr. Packer holds a Master of Business Administration from the Harvard Business School, as well as Bachelor of Science and Master of Engineering degrees from Rensselaer Polytechnic Institute. Mr. Packer has extensive financial, operations and management experience in the medical devices industry. He also brings to the Board significant experience in corporate governance, strategic planning and public company compensation matters. Mr. Packer serves on our Compensation Committee and is the chair of our Nominating & Governance Committee.
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Directors Continuing in Office until the 2026 Annual Meeting
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Cynthia M. Friend, Ph.D. |
Age 70 |
Director Since 2016 |
Dr. Friend is the president and CEO of the Kavli Foundation and is the Theodore Williams Richards Professor of Chemistry and Professor of Materials Science Emerita at Harvard University. Dr. Friend served in a variety of leadership roles at Harvard, including several advisory roles for the Dean of Faculty of Arts and Sciences and as Chair of the Harvard University Department of Chemistry and Chemical Biology from 2004 to 2007. From 2013 until 2019, Dr. Friend served as Director of the Rowland Institute at Harvard University, a non-profit organization whose goal is to support the high risk/high reward research of early career scientists. In 2014, she became Director of the Energy Frontier Research Center for Sustainable Catalysis at Harvard University, a Department of Energy-funded multi-institution effort focused on the design of efficient catalytic processes, where her responsibilities include management of the fiscal health of the Center and strategic scientific planning. Dr. Friend has received numerous awards for her scientific research and scholarship and has served on a number of research and scientific advisory boards and panels. She is currently the Chair of the Basic Energy Sciences Advisory Committee, a Federal Advisory Committee. Dr. Friend holds a Ph.D. in Chemistry from the University of California, Berkeley. Dr. Friend brings to the Board extensive technical expertise and significant experience in the investment strategy and infrastructure of academic as well as government research markets. Further, Dr. Friend has substantial management experience in non-profit scientific institutions and brings to the Board valuable insight into science policy and scientific research funding priorities. Dr. Friend serves on our Compensation Committee and our Nominating & Governance Committee.
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Hermann F. Requardt, Ph.D. |
Age 70 |
Director Since 2015 |
Dr. Requardt currently serves as an independent strategic advisor to a number of European public and private life science and healthcare technology companies. From 2009 to February 2015, he served as Chief Executive Officer of the healthcare division of Munich, Germany-based Siemens AG. He also served as Chief Technology Officer of Siemens AG from 2008 through 2011. Additionally, from 2006 through January 2015, he was a member of the Siemens AG Managing Board, during which time he also held a variety of regional and operational responsibilities at Siemens AG and its affiliates. Dr. Requardt joined Siemens AG Medical Solutions in 1984 and served there in roles of increasing responsibility before assuming global responsibility for the magnetic resonance business unit in 1994. Dr. Requardt is an honorary Professor of Physics at the University of Frankfurt and serves on several academic and industrial boards in Germany, including, among other roles, as Vice President of acatech, the National Academy of Science and Engineering. He also is a member of the Advisory Board of Dekra SE, headquartered in Stuttgart, Germany, and the Supervisory Board of Sivantos Group, which was Siemens Audiology Solutions prior to its spin-off from Siemens AG in early 2015. Dr. Requardt serves as an Independent Director of Gauss Fusion GmbH. Dr. Requardt holds a Ph.D. in Biophysics, with a focus on radiation biophysics and microbiology, from the University of Frankfurt. In addition to his global and technical industry expertise, Dr. Requardt brings to the Board significant experience in the management and strategic planning of life sciences companies. Dr. Requardt serves on our Compensation Committee and our Nominating & Governance Committee.
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Laura A. Francis |
Age 58 |
Director Since 2025 |
Ms. Francis is the Chief Executive Officer and a Board Member of SI-BONE, Inc., a medical device company solving musculoskeletal disorders of the sacropelvic anatomy. Previously, Ms. Francis served as SI-BONE’s Chief Operating Officer from 2019 to 2021, and as SI-BONE’s Chief Financial Officer from 2015 to 2021. Prior to joining SI-BONE, Ms. Francis held other executive and leadership roles with public and private life science companies, including Promega Corporation, where she served as Vice President of Finance, Chief Financial Officer, and Treasurer, and Nutra-Park Inc., where she served as Chief Operating Officer and Chief Financial Officer. Earlier in her career, she served as Bruker’s Chief Financial Officer and Treasurer from 2002 to 2004. Furthermore, she was an Engagement Manager with McKinsey & Company and Audit Manager with Coopers & Lybrand, now PricewaterhouseCoopers. Ms. Francis was also a board member of Shockwave Medical, Inc., a medical device company, where she served as audit committee chair and compensation committee member. Ms. Francis earned a B.B.A. in Accounting and Finance from the University of Wisconsin and an M.B.A. from Stanford University. She is a Certified Public Accountant (inactive) in the State of California. Ms. Francis brings to the Board significant leadership experience, a deep knowledge of the life science markets, and proven skills in financial decision making. Immediately following the Annual Meeting, Ms. Francis will serve on our Audit Committee.
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Bruker Proxy Statement 2025 |
Directors Continuing in Office until the 2027 Annual Meeting
William A. Linton, Ph.D. |
Age 77 |
Director Since 2000 |
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Since 1978, Dr. Linton has served as the Chairman, President and Chief Executive Officer of Promega Corporation in Madison, Wisconsin, a privately held life science supply company founded by Dr. Linton. Dr. Linton received a Bachelor of Science degree from University of California, Berkeley in 1970 and honorary doctorate degrees from Hannam University (Korea) in 2004 and the University of Wisconsin Madison in 2015. Dr. Linton is a director of ALDA, a director of Heffter Research Institute (a non-profit research institute), a member of the Supervisory Board of Eppendorf AG, Hamburg (a private life sciences company), founder and Executive Director of Usona Institute (a non-profit medical research organization) and President of the BioPharmaceutical Technology Center Institute (a non- profit organization). Dr. Linton brings to the Board extensive executive, international operations management and technical expertise in the life sciences industry, as well as significant experience in strategic planning, corporate governance, and executive compensation matters. Dr. Linton serves on our Nominating & Governance Committee. Dr. Linton also serves as the lead director of our Board. He was appointed lead director in March 2004 by the independent members of the Board. |
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Adelene Q. Perkins |
Age 65 |
Director Since 2017 |
Ms. Perkins served as Chief Executive Officer of Infinity Pharmaceuticals, Inc. from 2010-2023 and as Chair of Infinity’s Board of Directors from 2012-2023 having held a number of positions in the company since 2002. Prior to Infinity, Ms. Perkins served as Vice President of Business and Corporate Development of TransForm Pharmaceuticals, Inc. prior to its acquisition by Johnson and Johnson; held various positions at Genetics Institute (now a unit of Pfizer Inc.) including as General Manager of the DiscoverEase business unit and as CEO of MetaMorphix, a joint venture with Johns Hopkins, and from 1985-1992, she was with the international management consulting firm, Bain & Company. Ms. Perkins has previously served on a number of for-profit and not-for-profit boards and currently serves on the Board of Directors of Massachusetts General Hospital, where she is on the Finance and Real Estate, Naming, and Research and Education Committees; the Mass General Brigham Audit and Compliance Committee and on the boards of the Archdiocese of Boston Catholic Community Fund and the social service agency, Project Hope where she Chairs the Nominating and Governance Committee. Ms. Perkins holds a Master of Business Administration from the Harvard Business School, as well as a Bachelor of Science degree in chemical engineering from Villanova University. Ms. Perkins has over 35 years of international business and corporate strategy experience and brings to the Board a valuable understanding of the pharmaceutical and life sciences industries, as well as significant experience in various aspects of public company management and governance. Ms. Perkins serves on our Audit Committee.
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Robert J. Rosenthal, Ph.D. |
Age 68 |
Director Since 2015 |
Dr. Rosenthal served as Chief Executive Officer of Taconic Biosciences, Inc., a privately held provider of research models for the pharmaceutical and biotech industry. Dr. Rosenthal previously served since 1995 in a variety of senior management positions with companies involved in the development of diagnostics, therapeutics, medical devices, and life sciences tools, most recently including from 2010 through 2012 as President and Chief Executive Officer of IMI Intelligent Medical Implants, AG, a medical technology company, and from 2005 through 2009 as President and Chief Executive Officer of Magellan Biosciences, Inc., a provider of clinical diagnostics and life sciences research tools. Earlier in his career, Dr. Rosenthal served in senior management positions at Perkin Elmer Inc. and Thermo Fisher Scientific, Inc. Dr. Rosenthal has served since 2007 as a director of Safeguard Scientifics, Inc., a publicly traded provider of capital for early and growth-stage companies, and as Chairman of its Board of Directors since May 2016. He also currently serves as a director of Galvanic Applied Sciences, Inc., a privately held Canadian company. Dr. Rosenthal holds a Ph.D. from Emory University and a Master of Science degree from the State University of New York. Dr. Rosenthal brings to the Board an extensive understanding of corporate governance attributable to his public company board experience as well as an entrepreneurial perspective attributable to his success as an entrepreneur. Dr. Rosenthal serves on our Audit Committee.
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Board Leadership Structure
Under our Amended and Restated Bylaws, the Chairman of our Board has the power to preside at all meetings of the Board. The current leadership structure of our Board consists of a combined Chairman and Chief Executive Officer position and a lead director that is appointed by the independent directors. Accordingly, Dr. Laukien, our Chief Executive Officer and President, serves as the Chairman of our Board and has done so throughout the time we have been a public company. The Board does not have a fixed policy regarding the combination or separation of the offices of Chairman and Chief Executive Officer. Rather, our Board believes that it should have the flexibility to make these determinations in the way that it considers best to provide appropriate leadership for Bruker. The Board has determined that combining the positions of Chairman and Chief Executive Officer is most appropriate for the Company at this time.
The Chief Executive Officer is appointed by our Board to manage our daily affairs and operations. Having served as our Chief Executive Officer since 1991, Dr. Laukien has extensive industry knowledge and a long history of direct involvement in our operations. Accordingly, the Board believes this makes him best suited to serve as Chairman in order to:
Bruker Proxy Statement 2025 |
6 |
Additionally, Dr. Laukien’s significant equity ownership of approximately 26.7% of the outstanding shares of our Common Stock means that he has a close and direct alignment of interests with the interests of our other stockholders.
Our Board structure also fosters strong oversight by independent directors. Dr. Linton serves as our lead director, having been appointed by the independent directors to ensure independent leadership. Mr. Packer will succeed Dr. Linton as lead director at the time of the 2025 Annual Meeting. The lead director’s responsibilities include:
The Board believes that this approach appropriately and effectively complements our combined Chairman and Chief Executive Officer role.
We are committed to strong corporate governance, and our Nominating & Governance Committee and our Board regularly review our governance structure, including our classified board structure. Our Restated Certificate of Incorporation divides our Board into three classes, with each class elected to serve a three-year term. As a result, at each annual meeting of stockholders, approximately one-third of our directors are elected to serve for a three-year term. Our Nominating & Governance Committee and our Board periodically consider the continued appropriateness of this classified board structure, and believe that our classified board structure provides important benefits, including enhanced stability and continuity of leadership because our Board will always include directors with prior experience with our company, and these experienced directors help our Board maintain a long-term perspective, leading to sustainable decisions in the long-term interests of our stockholders and other important stakeholders, and maximizing our value for stockholders in the event of an unsolicited takeover attempt.
Board Independence
There are currently 10 members of our Board. All of our current directors and director nominees, other than Frank H. Laukien, our Chief Executive Officer, meet the independence requirements contained in The Nasdaq Stock Market, LLC, or Nasdaq, listing rules. In making its independence determinations, the Board considered, among other things, relevant transactions between Bruker and entities associated with the independent directors, as described in this Proxy Statement under the heading “2024 Transactions with Related Persons,” and determined that none have any relationship with Bruker or other relationships that would impair the directors’ independence.
There are no family relationships among any of the current directors, director nominees, and executive officers of the Company.
Board Meetings and Board Committees
In 2024, the Board held five meetings. The Board meets in executive session during each regularly scheduled Board meeting. In 2024, every director attended at least 92% of the total number of Board meetings and committee meetings of which he or she was a member (during the period he or she served on the Board and on such committees). It is the policy of our Board that at least two directors, including at least one independent director, attend our Annual Meeting. Four directors, including three independent directors, attended our 2024 Annual Meeting.
As described below, the Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating & Governance Committee. Each Committee’s charter is available on our website at https://ir.bruker.com under the “Corporate Governance” section.
Audit Committee. The Audit Committee met eight times in 2024. The Audit Committee currently consists of John A. Ornell, Adelene Q. Perkins and Robert J. Rosenthal. Following the 2025 Annual Meeting, the Audit Committee will consist of Laura Francis, John A. Ornell and Robert J. Rosenthal. Each of the current and future Committee members is financially literate and satisfies the applicable independence requirements of the rules and regulations of the SEC, and Nasdaq. Under these rules, we are required to have an Audit Committee consisting of at least three independent members. The Audit Committee has determined that Mr. Ornell, the Chair of the Audit Committee, is an “audit committee financial expert” within the meaning of the SEC’s rules and regulations and has the level of financial sophistication required by Nasdaq Rule 5605(c)(2)(A). The primary purpose of the Audit Committee is to oversee the accounting and financial reporting processes and audits of the financial statements and internal control over financial reporting of Bruker and to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting and internal control functions of Bruker and its subsidiaries. In fulfilling its purpose, the Audit Committee is charged with the following responsibilities:
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Bruker Proxy Statement 2025 |
None of the members of the Audit Committee has participated in the preparation of our financial statements at any time during the last three fiscal years.
Compensation Committee. The Compensation Committee met six times in 2024. The Compensation Committee currently consists of Bonnie H. Anderson, Cynthia M. Friend, Richard A. Packer and Hermann F. Requardt. Following the Annual Meeting, The Compensation Committee will consist of Bonnie H. Anderson, Cynthia M. Friend, Hermann F. Requardt and Robert J. Rosenthal. All of the present and future Committee members meet the independence requirements of Nasdaq. Ms. Anderson is currently the Chair of the Compensation Committee. The role of the Compensation Committee is to discharge the responsibilities of the Board relating to compensation of the Chief Executive Officer and the other executive officers of Bruker and to review and advise the Board on general policy matters relating to Bruker’s compensation and employee benefit programs. Accordingly, the Compensation Committee is charged with the following responsibilities:
Our Chief Executive Officer, General Counsel and Vice President, Corporate Human Resources may routinely attend meetings of the Compensation Committee to provide information relating to matters the Compensation Committee is considering; please see the section entitled “Role of Management” on page 19 for a more detailed discussion regarding the role of management in making compensation decisions. The Compensation Committee may, from time to time, meet in executive session without any executive officers or other members of management present.
Nominating & Governance Committee. The Nominating & Governance Committee met three times in 2024. The Nominating & Governance Committee currently consists of Cynthia M. Friend, William A. Linton, Richard A. Packer and Hermann F. Requardt. Following the Annual Meeting, the Nominating & Governance Committee will consist of Bonnie H. Anderson, William A. Linton, Richard A. Packer and Adelene Q. Perkins. All of the current and future Committee members meet the independence requirements of Nasdaq. Mr. Packer is currently the Chair of the Nominating & Governance Committee. The purpose of the Nominating & Governance Committee is to assist the Board in identifying and recruiting individuals qualified to become Board members, consistent with criteria approved by the Board, and to recommend to the Board director nominees for election at the next annual meeting of stockholders, or for election by the Board to fill open seats between annual meetings, as well as to assist the Board in establishing and maintaining corporate governance standards and policies. Accordingly, the Nominating & Governance Committee is charged with the following responsibilities:
At a meeting held in February 2025, the Nominating & Governance Committee unanimously recommended to the full Board each of the current nominees for director.
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Director Nominations
Upon recommendation of the Nominating & Governance Committee, the qualifications of candidates will be reviewed by at least a majority of our independent directors, as well as the full Board. Stockholders may recommend director candidates for inclusion in the slate of nominees which the Board recommends to stockholders for election as described below.
The process followed to identify and evaluate potential candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background materials relating to potential candidates and interviews of selected candidates by the members of the Nominating & Governance Committee, the independent directors and the full Board. The Nominating & Governance Committee, the independent directors and the full Board are each authorized to retain advisers and consultants and to compensate them for their services.
We do not have a formal policy with regard to the consideration of diversity in identifying director nominees, but we strive to identify and recruit director candidates with a variety of complementary skills, expertise and backgrounds so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee our business.
In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director nominees, including any candidate recommended by a stockholder, the Board and the independent directors apply the following criteria:
The Board and the independent directors may also consider the following for some director nominees:
In evaluating candidates recommended by the Nominating & Governance Committee, the Board and the independent directors do not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge, backgrounds and abilities that will allow the Board to fulfill its responsibilities.
Stockholders may communicate directly with the Nominating & Governance Committee by written communication submitted to J. Brent Alldredge, Secretary of Bruker, at the address set forth below under “Stockholder Communications.” Stockholders may use this process, complying with the specific requirements of our Amended and Restated Bylaws, to suggest potential nominees to the Board. We forward suggested nominees to the Nominating & Governance Committee and the proposed candidates are evaluated using substantially the same process and applying the same criteria we apply in evaluating candidates submitted by Board members. We must receive nominations within the timeframe set forth below under “Time for Submission of Stockholder Proposals.”
Role of the Board in Risk Oversight
Our Board considers general oversight of our risk management efforts to be a responsibility of the entire Board. The Audit and Compensation Committees assist the Board in carrying out this responsibility by focusing on specific key areas of risk that our business faces. The Board’s role in risk oversight includes receiving regular reports from members of senior management on areas of material risk to Bruker, or to the success of a particular project or endeavor under consideration, including operational, financial, legal and regulatory, strategic and reputational risks. The full Board, the Audit Committee (in the case of financial and compliance risks that are within the oversight of the Audit Committee) or the Compensation Committee (in the case of matters relating to our compensation policies and practices), receive these reports from members of management to enable the Board or the Audit or Compensation Committees, as applicable, to understand our risk identification, risk management, and risk mitigation strategies. To facilitate this process and assist the Audit Committee in fulfilling its responsibility for monitoring legal and compliance risks, we rely in part upon our General Counsel and our Global Head of Internal Audit. The Audit Committee Chair is authorized to give instructions and assignments directly to the Head of Internal Audit who reports directly and only to the Audit Committee Chair on these matters. When a report is evaluated at the Audit Committee level, the Chair of the Audit Committee subsequently reports on the matter to the full Board to ensure coordination of the Board’s risk oversight activities. Our Board also believes that risk management is an integral part of our strategic planning process, which addresses, among other things, the risks and opportunities facing our business.
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Bruker Proxy Statement 2025 |
Role of the Board in Succession Planning
Our Nominating & Governance Committee is responsible for overseeing a process for the full Board to discuss succession planning for executive officers, including the Chief Executive Officer. At least annually, our lead director and other independent directors meet to review the Company’s succession planning, both in the ordinary course of business as well as contingency planning in the event of an emergency or unanticipated event. During those sessions, our Chief Executive Officer provides the independent directors with recommendations for and evaluations of potential chief executive officer and other executive officer successor candidates and reviews with the Board development plans for these successors. Directors engage with potential chief executive officer and other senior management talent at Board and committee meetings and in less formal settings to enable the directors to personally assess candidates.
DIRECTOR COMPENSATION
We pay the non-employee members of our Board a mix of cash and share-based compensation based on the determinations of the Compensation Committee. Each year, the Compensation Committee reviews and makes recommendations to the full Board regarding any changes to Board compensation and reviews recommendations for long-term equity incentive awards. Our employee director, Frank H. Laukien, receives compensation only as an employee of Bruker and does not receive any additional compensation for service as a director. Directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board and its committees.
Components of Director Compensation
In 2024, non-employee director compensation was:
|
|
2024 Director Cash Compensation ($) |
Board Service |
|
72,500 |
Audit Committee Service |
|
18,000 |
Audit Committee Chair |
|
17,000 |
Compensation Committee Service |
|
8,000 |
Compensation Committee Chair |
|
10,000 |
Nominating & Governance Committee Service |
|
5,000 |
Nominating & Governance Committee Chair |
|
7,000 |
Lead Director Service |
|
25,000 |
In addition to the cash component of director compensation, we grant non-employee directors an annual equity award of restricted stock units, or RSUs, valued at $165,035, which vests in full on the first anniversary of the grant date.
On January 5, 2024, we granted each non-employee director an annual equity award consisting of 2,377 RSUs, which vested in full on January 5, 2025.
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The following table provides information concerning the actual compensation paid by us to each of our non-employee directors for the fiscal year ended December 31, 2024. The compensation we pay to Dr. Laukien, our President and Chief Executive Officer, is shown in the Summary Compensation Table on page 33 of this Proxy Statement.
2024 Director Compensation Table(2) |
|
||||||
Name |
|
Fees Earned or |
|
Equity Awards(1) ($) |
|
Total ($) |
|
Bonnie H. Anderson |
|
90,500 |
|
165,035 |
|
255,535 |
|
Cynthia M. Friend |
|
85,500 |
|
165,035 |
|
250,535 |
|
William A. Linton |
|
102,500 |
|
165,035 |
|
267,535 |
|
Philip Ma (2) |
|
54,375 |
|
165,035 |
|
219,410 |
|
John A. Ornell |
|
107,500 |
|
165,035 |
|
272,535 |
|
Richard A. Packer |
|
92,500 |
|
165,035 |
|
257,535 |
|
Adelene Q. Perkins |
|
90,500 |
|
165,035 |
|
255,535 |
|
Hermann F. Requardt |
|
85,500 |
|
165,035 |
|
250,535 |
|
Robert J. Rosenthal |
|
90,500 |
|
165,035 |
|
255,535 |
|
As of December 31, 2024, our non-employee directors held the following aggregate vested and unvested options to purchase Common Stock and unvested RSUs:
Name |
|
Number of |
|
Number of |
Bonnie H. Anderson |
|
— |
|
2,377 |
Cynthia M. Friend |
|
7,500 |
|
2,377 |
William A. Linton |
|
52,000 |
|
2,377 |
Philip Ma (1) |
|
— |
|
— |
John A. Ornell |
|
15,000 |
|
2,377 |
Richard A. Packer |
|
52,000 |
|
2,377 |
Adelene Q. Perkins |
|
— |
|
2,377 |
Hermann F. Requardt |
|
15,000 |
|
2,377 |
Robert J. Rosenthal |
|
12,500 |
|
2,377 |
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Bruker Proxy Statement 2025 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial ownership of our Common Stock as of April 1, 2025 by (i) each named executive officer, as defined under the heading “Summary of Executive Compensation”, (ii) each of our directors and nominees for director, (iii) all directors and executive officers as a group, and (iv) each person who is known by us to own beneficially more than 5% of our Common Stock. Unless otherwise noted, the address of each beneficial owner is c/o Bruker Corporation, 40 Manning Road, Billerica, Massachusetts 01821.
Beneficial Owners |
|
Amount and Nature of |
|
Percent of Class(1) |
Named Executive Officers, Directors and Director Nominees |
|
|
|
|
Frank H. Laukien(2) |
|
40,450,364 |
|
26.7% |
Gerald N. Herman(3) |
|
110,543 |
|
* |
Falko Busse(4) |
|
38,642 |
|
* |
Mark R. Munch(5) |
|
241,955 |
|
* |
Juergen W. Srega(6) |
|
211,042 |
|
* |
Bonnie H. Anderson |
|
10,029 |
|
* |
Laura A. Francis |
|
— |
|
* |
Cynthia M. Friend(7) |
|
18,253 |
|
* |
William A. Linton(8) |
|
55,425 |
|
* |
John A. Ornell(9) |
|
38,147 |
|
* |
Richard A. Packer(10) |
|
90,904 |
|
* |
Adelene Q. Perkins |
|
21,326 |
|
* |
Hermann F. Requardt |
|
23,147 |
|
* |
Robert J. Rosenthal |
|
30,963 |
|
* |
All executive officers and directors as a group (15 persons)(11) |
|
41,358,133 |
|
27.3% |
5% Beneficial Owners |
|
|
|
|
FMR LLC(12) 245 Summer Street, Boston, MA 02210 |
|
14,242,121 |
|
9.4% |
T. Rowe Price Investment Management, Inc.(13) 100 E. Pratt Street, Baltimore, MD 21202 |
|
13,037,141 |
|
8.6% |
The Vanguard Group(14) 100 Vanguard Blvd., Malvern, PA 19355 |
|
9,896,786 |
|
6.5% |
BlackRock, Inc.(15) 55 East 52nd Street, New York, NY 10055 |
|
9,822,776 |
|
6.5% |
Joerg C. Laukien (16) Markgrafenstrasse 34, 76530 Baden-Baden, Germany |
|
7,515,769 |
|
5.0% |
* Less than one percent
Bruker Proxy Statement 2025 |
12 |
EXECUTIVE OFFICERS
Our executive officers are designated annually by the Board. The persons listed below are currently serving as our executive officers and they all served as executive officers throughout the fiscal year ended December 31, 2024. Ages are as of April 1, 2025.
Name |
Age |
Position |
Frank H. Laukien, Ph.D. |
65 |
Chairman, President and Chief Executive Officer |
Gerald N. Herman |
67 |
Executive Vice President and Chief Financial Officer |
Falko Busse, Ph.D. |
58 |
President, Bruker BioSpin Group |
Mark R. Munch, Ph.D. |
63 |
Executive Vice President, President of Bruker NANO Group and Bruker NANO Surfaces Division |
Burkhard A. Prause, Ph.D. |
58 |
President and Chief Executive Officer, Bruker Energy & Supercon Technologies, Inc. |
Juergen W. Srega |
70 |
President, Bruker CALID Group and Bruker Daltonics Division |
For biographical information relating to Dr. Laukien, who serves as both an executive officer and a director, please see “Certain Information Regarding Directors and Nominees” above. We present biographical information for our other executive officers below.
Gerald N. Herman |
|
Mr. Herman has served as our Executive Vice President and Chief Financial Officer since May 1, 2021, and as our Chief Financial Officer since June 2018, after being named Interim Chief Financial Officer in March 2018. Mr. Herman joined Bruker in 2016 as Vice President and Corporate Controller. Prior to joining Bruker, Mr. Herman had served in senior executive positions with various publicly-traded companies, including as Corporate Vice President—Clinical Operations of PAREXEL International from 2014 to February 2016, and as Corporate Vice President & Controller-Finance of PAREXEL from 2008 to 2013. Prior to 2008, Mr. Herman was Vice President—Corporate Controller of Presstek, Inc. He also served in financial, consulting and accounting roles at various organizations, including as Senior Manager at Arthur Andersen LLP from 1979 to 1987. Mr. Herman is a Certified Public Accountant (CPA) and holds a Master of Business Administration degree from the University of Chicago, and a Master of Science in Taxation from Bentley University. |
Falko Busse, Ph.D. |
|
Dr. Busse has served as President of the Bruker BioSpin Group since May 2018, with responsibility for management of its global operations. Dr. Busse served as Deputy President of the Bruker BioSpin Group from October 2017 until his appointment as President. From March 2017 to September 2017, Dr. Busse served as Executive Vice President of Research and Development, Operations and Marketing at the Bruker BioSpin Group. Dr. Busse joined the Bruker BioSpin Group in June 2015 and served as Executive Vice President of Research and Development until February 2017. Prior to joining the Bruker BioSpin Group, Dr. Busse served in various managerial roles at Philips Healthcare and its subsidiaries from August 1994 until May 2015, including as General Manager Radiology Solutions, from January 2014 to May 2015, and as General Manager MR-Therapy, from August 2009 to December 2013. Dr. Busse holds a B.A. and a Ph.D. in Physics from Rheinische Friedrich-Wilhelms-Universität Bonn. |
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Bruker Proxy Statement 2025 |
|
Mark R. Munch, Ph.D. |
Dr. Munch has served since September 2012 as President, Bruker NANO Group, with responsibility for management of its global operations. He has also served, since July 2015, as an Executive Vice President of Bruker, and in that capacity is responsible for providing oversight to our global information technology function and enterprise resource planning, as well as other strategic management development and business process initiatives. Dr. Munch has also served as President of Bruker NANO, Inc., a wholly owned subsidiary of Bruker, since October 2010. In March 2021, Dr. Munch took on an additional role of Chief Executive Officer of Bruker Spatial Genomics, a Bruker majority investment. Prior to joining Bruker NANO, Inc., from February 2008 to October 2010, Dr. Munch was Executive Vice President of Veeco Instruments Inc. Dr. Munch also served as a Senior Vice President of Coherent, Inc. from February 2006 to January 2008 and as President and Chief Executive Officer of Cooligy, Inc., a subsidiary of Emerson Electric, from 2004 to 2006. Dr. Munch’s background includes over 29 years of experience in marketing, product development, operations and sales, as well as experience in managing significant business units of multi-national corporations. Dr. Munch holds a Bachelor of Science degree in Chemical Engineering from the University of Colorado and a Master of Science degree and a Ph.D. in Chemical Engineering from Stanford University. |
Burkhard A. Prause, Ph.D. |
|
Dr. Prause has served as President and Chief Executive Officer of Bruker Energy & Supercon Technologies, Inc., or BEST, since April 2008, with responsibility for management of its global operations. Dr. Prause also was a director of BEST from April 2012 to February 2013. Additionally, he has served as a director of Hydrostatic Extrusions Ltd. since April 2013, and as a Managing Director of Bruker EAS GmbH and Bruker HTS GmbH since January 2005, RI Research Instruments GmbH since December 2008, and Bruker ASC GmbH since March 2009. Prior to that time, Dr. Prause served as Product Manager for Bruker BioSpin MRI GmbH. Before joining Bruker BioSpin MRI GmbH in 2002, Dr. Prause was a senior staff scientist at the Max-Planck Institute in Tubingen, Germany. Dr. Prause currently is a director of CCAS (the Coalition for the Commercial Application of Superconductors), and from 2006 to 2010, Dr. Prause was Chairman of ivSupra, a German superconductor industry coalition. Dr. Prause holds a Ph.D. in Physics from the University of Notre Dame. |
|
Juergen W. Srega |
Mr. Srega has served as President of the Bruker CALID Group since January 2013, with responsibility for management of its global operations. Mr. Srega also serves as a Managing Director of Bruker Daltonik GmbH, an indirect wholly owned subsidiary of Bruker located in Germany. Prior to joining us, Mr. Srega served since 1996 in a variety of senior management roles at Thermo Fisher Scientific Inc., or Thermo, a global provider of analytical instruments, equipment, reagents and consumables, software and services for research, analysis, discovery and diagnostics. At Thermo, Mr. Srega led a number of significant operating divisions, including as Vice President and General Manager Biomarkers, BRAHMS GmbH, from 2011 to 2012, Vice President and General Manager Scientific Instruments Division Global Products from 2005 to 2011 and Vice President and General Manager Advanced MS from 1996 to 2004. Prior to 1996, Mr. Srega was with Badenwerk AG, a German power utility company located in Karlsruhe, Germany, from 1988 to 1995 and an employee of Bruker GmbH from 1980 to 1988. Mr. Srega holds a Bachelor of Arts degree in Finance from Nord Akademie in Hamburg, Germany and a Bachelor of Arts degree in Engineering from Karlsruhe University of Applied Science in Karlsruhe, Germany. |
Bruker Proxy Statement 2025 |
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Bruker’s 2024 Sustainability Report highlights our commitment to corporate social responsibility, transparency, and progress on material ESG topics. The report has been produced with reference to the Global Reporting Initiative (GRI) Standards and Sustainability Accounting Standards Board (SASB) standards in order to provide performance metrics across ESG topics that are relevant to our stakeholders.
Below are some key messages from our report:
Pillar |
Highlights of Key Initiatives |
Environmental Encompasses our:
■ Commitment to environmental sustainability ■ Focus on environmental impact reduction ■ Adoption of innovative technologies ■ Measurement & reporting of progress |
■ Tracking energy consumption and carbon dioxide equivalent emissions – Measuring our energy use across operations to identify major sources and opportunities to improve efficiency and reduce emissions. ■ Expanding renewable energy usage–Efforts to transition where possible, including increasing the share of self-generated and purchased renewable electricity. ■ Managing waste streams – Monitoring our waste generation, increasing recycling, managing waste as a resource, and addressing hazardous waste risks. ■ Reducing water consumption – Assessing our production processes and site operations to decrease water usage. Ensuring discharged water quality complies with regulations. ■ Recovering and recycling cooling liquids - Capturing, storing, reusing and recycling cooling liquids through various production processes to minimize waste. ■ Considering environmental sustainability in facilities and product design – Factoring in environmental criteria for new facilities and product development, including reduced footprint, energy efficiency, and resource use. ■ Engaging suppliers on responsible sourcing – We require suppliers to meet our standards outlined in Supplier Code of Conduct to manage sustainability impact. |
Social Covers our:
■ Belief of the importance of our employees ■ High safety standard ■ Inclusive, people-oriented culture ■ Community engagement |
■ Reporting important employee data – including workforce numbers and demographics, incident rates, and eligibility for variable pay incentives to motivate and retain talent. ■ Promoting employee health, safety and wellbeing – through training programs, health initiatives, and safety protocols and certifications. ■ Offering training and development opportunities for competency and leadership growth –we provide leadership programs, reimbursement for external education, and annual performance reviews to provide all employees feedback and coaching for improvement and career growth. ■ Community engagement – we organize events, fundraising initiatives, and mobilize employee volunteers and donations to support charitable causes in the communities in which we operate. |
Corporate Governance Describes our:
■ High standards of corporate governance ■ Key governance indicators ■ Approach to “Innovation with Integrity” |
■ High ethical standards – we maintain a high commitment to integrity, equal opportunity, and compliance in employee policies and practices. ■ Board oversight of ESG – covers our company’s strategy and relevant risk areas. Board and committees guide business strategy and monitor sustainability practices. ■ Structured compliance program –headed by our corporate ethics and compliance team. Includes our Code of Conduct, related training, and whistleblower process. ■ Code of Conduct – outlines our commitment to integrity, equal opportunity, legal/regulatory compliance and high expectations of ethical conduct. ■ Global Anti-Corruption Policy – prohibits activity intended to improperly influence a business decision, including bribery. Our Global Anti- Corruption policy and documents our procedures designed to prevent unethical dealings and reiterates our commitment to compliance with applicable anti-bribery and anti-corruption laws, ■ Product safety – we maintain protocols and monitoring to quickly address defects and mitigate risks. ■ Supplier Code of Conduct – serves as an important framework for our suppliers to conduct their business in a legally compliant and sustainable manner and to meet our internal standards of business conduct, ■ Responsible materials sourcing practices and conflict minerals reporting – we advocate responsibility in supplier sourcing practices; our suppliers are required to take all necessary and reasonable measures to ensure that all reporting to Bruker is in compliance with applicable laws and regulations, including any of our requests for information. |
More information can be found in our Sustainability Report, which can be accessed through the page on our website that covers Our Commitment to Responsible Business at www.bruker.com
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Bruker Proxy Statement 2025 |
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis, or CD&A, describes the principles, objectives, and features of our executive compensation program with respect to our Chief Executive Officer and the other executive officers listed below, whom we refer to collectively in this Proxy Statement as the “named executive officers.”
Executive Overview
Our executive compensation program is designed to attract, motivate, retain, and reward the individuals who lead our organization. These leaders are responsible for shaping and executing our overarching business strategy. Our compensation approach for executive officers has several facets including:
We work to encourage the entrepreneurial nature of our business groups and the executives who lead them through higher financial rewards tied to long-term equity incentive awards. We strive to align compensation awarded pursuant to our executive pay program with the interests of our stockholders without encouraging excessive or unnecessary risk-taking by our executives. We provide limited perquisites and no excise tax gross ups. We also have a recoupment, or clawback, provision under our incentive plans that allows us to seek reimbursement of short-term annual cash incentive payments and repayment of stock award gains in certain circumstances. We believe that our executive compensation program achieves the right balance of rewarding performance, aligning interests, and safeguarding against excessive risk-taking.
2024 Financial Performance
Our business strategy is to create value for our stockholders based on our ability to innovate and generate above market financial performance, both organically and through acquisitions. Achieving improvements in our revenue, operating profit, earnings per share and working capital levels are important to our success. Reflecting these objectives, a significant portion of our executive officers’ cash compensation is based on our performance relative to goals linked to currency-adjusted revenue growth, non–GAAP gross profit and/or non-GAAP operating profit improvement, working capital improvement and non-GAAP earnings per share growth.
Financial performance highlights for fiscal 2024 include:
Additional information regarding our use of non-GAAP financial measures, including how we define and calculate such non-GAAP financial measures, is included beginning on page 39 under Part II, Item 7– Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025. For additional information regarding how we define and calculate Non-GAAP diluted EPS, see Appendix A of this Proxy Statement.
Bruker Proxy Statement 2025 |
16 |
2024 Executive Compensation Actions
Highlighted below are some of the key actions and decisions with respect to our executive compensation programs for 2024, as approved by the Compensation Committee:
We believe the combination of a high proportion of total compensation tied to share price performance and a four-year vesting period for equity awards further aligns the interests of our executives with the long-term interests of our stockholders.
2024 Say-on-Pay Vote
We hold annual advisory votes on the compensation paid to our named executive officers, or say-on-pay votes. Approximately 96% of the shares voted on say-on-pay at our 2024 Annual Meeting of Stockholders were in favor of our named executive officer compensation decisions and policies as described in our 2024 Proxy Statement. The Compensation Committee considered this result in 2024 and determined that it was not necessary to make any material changes to our compensation policies and practices. The Compensation Committee appreciates feedback from shareholders and will consider future say-on-pay results in its compensation decisions.
At the 2024 Annual Meeting, our stockholders were asked to cast an advisory vote on the frequency of future advisory votes on named executive officer compensation. Approximately 72% of the shares voted on the frequency of future say-on-pay votes at our 2024 Annual Meeting were in favor of holding an advisory vote on the compensation paid to our named executive officers every year. We will next ask our stockholders to cast an advisory vote on the frequency of future say-on-pay votes at our 2029 Annual Meeting of Stockholders.
Executive Compensation Philosophy and Process
Key Considerations in Setting Compensation
Our key objectives in structuring and determining executive compensation are to:
To achieve these objectives, we have embraced a compensation philosophy that seeks to align compensation with our strategic objectives and reward our executive officers for meeting or exceeding certain pre-determined performance goals. Executive compensation at Bruker is based in large part on a pay-for-performance philosophy, through annual incentive bonus awards which emphasize both company and individual performance measures that correlate closely with the achievement of our short- and long- term strategic performance objectives. To motivate our executive officers, we focus on cash compensation in the form of salary and annual performance incentives, a portion of which is tied to the individual’s performance, and we augment this cash compensation
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Bruker Proxy Statement 2025 |
with equity grants. In structuring executive compensation, the Compensation Committee focuses on our goal of long-term enhancement of shareholder value through grants of equity incentive awards with extended multi-year vesting schedules.
The Compensation Committee assesses the effectiveness of our executive compensation program from time to time and reviews risk mitigation and governance matters, which includes maintaining the following best practices:
What We Do |
|
Pay for Performance |
The majority of total compensation opportunity for our named executive officers is variable and at-risk. |
Balance Short- and Long-Term Compensation |
The allocation of incentives among the annual incentive plan and the long-term incentive plan does not over-emphasize short-term performance at the expense of achieving long-term goals. |
Combination of Balanced Performance Metrics |
We use a diverse set of corporate financial metrics and individual performance goals in our annual incentive plan to ensure that no single measure affects compensation disproportionately. |
Independent Compensation Consultant |
Our Compensation Committee has engaged an independent compensation consultant to provide information and advice for use in designing our executive compensation program. |
Peer Data |
We develop a peer group of companies based on industry, revenue and employee headcount to reference for compensation decisions. |
Cap Bonus Payouts; Fixed Equity Grants |
Our annual incentive plan has an upper limit on the amount of cash that may be earned. The maximum number of shares that might be earned is fixed in a grant. |
Double Trigger Change-in- Control Provisions |
If there is a change in control, outstanding time-based equity awards that are assumed by a buyer under our plan will vest only if there is both a change-in-control and an involuntary termination of employment (a “double trigger”). |
Robust Stock Ownership and Retention Guidelines |
Our executive officers and directors are required to maintain robust levels of stock ownership. Executive officers and directors who have not met their minimum required ownership, are required to hold (and not dispose of) a certain amount of shares of our Common Stock acquired through equity awards until the ownership requirement is met. |
Annual Say-on-Pay Vote |
We conduct an annual advisory say-on-pay vote on our named executive officer compensation. |
Stockholder Engagement |
We are committed to ongoing engagement with our stockholders regarding matters such as executive compensation, corporate governance and sustainability |
Clawback for Overpayments |
Our policy requires that we recoup incentive-based compensation from current and former executive officers in the case of a restatement that resulted in an overpayment. |
What We Don’t Do |
|
No Hedging or Pledging of Company Securities |
We prohibit employees and non-employee directors from engaging in hedging transactions in our securities and, subject to one limited exception, may not pledge our securities as collateral for any loan. |
No Excessive Perks |
We do not provide material perquisites to executive officers. |
No Excise Tax Gross-Ups |
We do not provide excise tax gross-ups. |
No Guaranteed Bonuses |
We do not guarantee our named executive officers any minimum levels of base salary increase, payment under our annual incentive plan or equity grants, which are entirely performance-based. |
Role of the Compensation Committee
Our Compensation Committee oversees management’s administration of our executive compensation program, including:
The Compensation Committee may delegate its responsibilities to a subcommittee as it deems appropriate.
The Compensation Committee ensures total compensation is competitive, appropriately tied to performance, and balances risk-taking:
Chief Executive Officer |
Executive Officers |
Competitive Market Benchmark |
■ Conducts the annual performance evaluation and provides feedback to the CEO ■ Sets compensation for CEO |
■ Reviews the annual performance evaluation and provides feedback on the Executive Officers ■ Approves changes to EO compensation |
■ Assesses competitive market compensation for Executive Officers using a variety of sources to ensure individual cash compensation levels remain reasonable and competitive |
The Compensation Committee retains the discretion to approve awards in excess of those calculated to have been earned under the pre-established cash incentive plans of our executive officers in recognition of exceptional performance. Additionally, the Compensation Committee may exercise its discretion to reduce an award considering various factors, or not to approve cash incentive plan awards calculated to have been earned under a pre-established cash incentive plan of an executive officer in the event the Compensation Committee determines that such executive officer has violated Bruker policies or has failed to meet minimum performance expectations.
Bruker Proxy Statement 2025 |
18 |
Role of Management
The Chief Executive Officer, with the assistance of the Executive Vice President and Chief Financial Officer, or EVP/CFO, is responsible for:
The Compensation Committee will consider input from the CEO and EVP/CFO; however, the Compensation Committee makes final determinations based on its assessment of each executive officer’s performance relative to their performance-based goals. Neither the CEO nor the EVP/CFO participate in Compensation Committee discussions or determinations of their own compensation.
The CEO and the Vice President, Corporate Human Resources participate in the Compensation Committee meetings, at the request of the Committee, and the EVP/CFO may participate in Compensation Committee meetings to provide perspective and relevant information related to financial goals and other financial plan topics.
Role of Compensation Consultants
The Compensation Committee has retained Aon's Human Capital Solutions Practice, a division of Aon plc (Aon) as the Company’s compensation consultant for 2024. Aon assists the Compensation Committee by providing advice and analysis on our executive compensation program relative to other similarly situated public companies and communicating its perspectives on evolving trends related to executive compensation program design, best practices and changes in the regulatory landscape. Aon is engaged directly by and reports to the Compensation Committee.
Aon’s support includes the selection of a peer group of companies and development of peer group survey data, as well as analysis and advice on our executive compensation structure, program design and market practices. Additional services provided by Aon in 2024 included the 2024 CEO pay ratio analysis and preparation of the Pay Versus Performance disclosures and general feedback on compensation information on this Proxy Statement. The Compensation Committee considers input from Aon as one of the factors in making decisions on compensation matters, along with information and analysis it receives from management and its own judgment and expertise. For the fiscal year ended December 31, 2024, total fees paid to Aon were $288,955 for compensation-related services and $384,950 for non-compensation-related services. With regard to services that are not compensation related, Aon provides insurance brokerage services to our business. Aon serves as our insurance broker for a portion of our commercial insurance program, which includes management liability, casualty and professional liability and pollution liability insurance policies.
The Compensation Committee has evaluated Aon’s independence by considering each of the independence factors adopted by Nasdaq and the SEC. Based on such evaluation, the Compensation Committee determined that the insurance brokerage services provided by Aon did not create a conflict of interest or impair Aon’s ability to provide independent advice to the Compensation Committee regarding compensation matters in 2024 and that no conflict of interest exists currently. The Compensation Committee has the authority to retain, compensate and terminate any consultants or advisers it deems necessary to assist it in the fulfillment of its responsibilities.
Peer Group Review and Market Data
In establishing and evaluating compensation for our named executive officers, the Compensation Committee utilizes survey market data and peer group analysis provided by Aon. The Compensation Committee believes that it is important to consider compensation practices of companies that are comparable to us in terms of revenue, market capitalization, employees, global reach, scale and complexity and industry. Aon generally focused on positioning Bruker close to the median profile of the peer group in terms of revenue and market value as opposed to only including peers in a similar business space. The market data provided by Aon was based on published survey sources, including Aon’s Global Compensation Survey and Total Compensation Management Database, as well as recent Proxy Statements of our peer group companies.
Although individual pay is driven largely by individual and corporate performance considerations, the Compensation Committee has historically used reference group data as a “market check” to help ensure that individual cash compensation levels remain reasonable and competitive. selected peer group is generally used for compensation assessments and analyzing our executive compensation pay levels and practices, including our share allocation and utilization for employee equity awards as compared with peer companies.
For 2024 compensation evaluations, the Compensation Committee reviewed its existing peer group and determined that KLA Corporation and National Instruments should be removed as KLA was significantly above the revenue and market value criterion and National Instruments was in the process of being acquired. These peers were replaced by Agilent Technologies and Onto Innovation. The peer group identified by Aon and approved by the Compensation Committee comprised 15 companies in the scientific tools, instruments, and services industries. The Compensation Committee believes that a peer group consisting of competitors of various sizes provides useful insight for its consideration of compensation levels, including information about the
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Bruker Proxy Statement 2025 |
range and median of competitive salaries, cash bonuses and long-term incentives. In addition to industry, complexity and size characteristics, the Compensation Committee also considers how other third-party organizations (such as the Standard and Poor’s GICS methodology) categorize Bruker and other companies which shareholder advisory firms (such as ISS) consider comparable to us.
In 2024, at the time Aon compiled data for the peer group companies, the companies in our selected peer group ranged in size:
Company |
|
Revenue |
Employee Count |
25th percentile |
|
$1.4B |
4,161 |
Median |
|
$3.0B |
8,200 |
Bruker |
|
$2.5B (trailing 12-month revenue) |
8,525 |
75th percentile |
|
$3.4B |
13,425 |
The peer group considered by the Compensation Committee for its evaluation of 2024 executive compensation levels and practices included:
■ Agilent Technologies Inc. (1) |
■ MKS Instruments, Inc. |
■ Bio-Rad Laboratories, Inc. |
■ Onto Innovation (1) |
■ Bio-Techne Corporation |
■ OSI Systems, Inc. |
■ Charles River Laboratories International, Inc. |
■ Revvity, Inc. |
■ Entegris, Inc. |
■ Teradyne, Inc. |
■ Haemonetics, Inc |
■ Waters Corporation |
■ Integra LifeSciences |
■ Watts Water Technologies |
■ Mettler Toledo International Inc. |
|
In general, in light of our relative market position, the Compensation Committee considered the range and median compensation levels of the companies in the peer group to be appropriate and reasonable competitive comparisons for our executive officers when evaluating and approving 2024 compensation packages.
Components of Named Executive Officer Compensation
Executive officer compensation consists of cash compensation in the form of annual base salary and annual incentive bonus awards, as well as long-term incentive compensation in the form of stock option and RSU grants.
Compensation Element |
Alignment with Creation of Shareholder Value |
Annual Base Salary |
■ Retains and attracts high-performing executives through competitive fixed compensation |
Annual Cash Inventive |
■ Achievement of company financial and individual goals relevant to each executive |
Long-Term Incentive |
■ Motivates executives to create long-term enhancement to stockholder value through long-term stock ownership in Bruker Common Stock |
Other Benefits |
■ Retains and attracts high-performing executives through competitive benefits |
Additional Recognition. In addition to the above compensation components, the Compensation Committee approved an additional bonus opportunity for Dr. Mark Munch, EVP and President of the Bruker NANO Group. Separate from Dr. Munch’s existing compensation arrangements. Dr. Munch was provided with a cash payment of $300,000 tied to his additional role as CEO of the Company’s majority-owned start-up company, Bruker Spatial Genomics, Inc. or, BSG.
Bruker Proxy Statement 2025 |
20 |
Mix of Compensation
In accordance with our pay-for-performance philosophy, variable compensation in the form of short-term cash incentive compensation and long-term equity incentive awards is intended to be a significant portion of overall compensation, with this at-risk component increasing as a percentage of overall compensation potential as the individual officer’s responsibility increases.
We believe that our equity grant practices signify strong alignment between our executive team and stockholder interests. The following charts and tables illustrate the mix of approved 2024 target levels, for base salary, short-term cash incentive bonus at target levels and long-term incentive awards, or LTI, provided in the compensation packages of our Chief Executive Officer, or CEO, and, on average, our named executive officers other than our Chief Executive Officer, or Other NEOs.
Named Executive Officer Compensation Mix
2024 Base Salaries
Base salaries are determined based on a variety of factors, including each named executive officer’s level of responsibility, scope of the role, experience and potential, performance and a comparison of salaries paid to peers within Bruker and to those with similar roles at other similarly situated companies, including those found in the market surveys and peer group data reviewed by the Compensation Committee. Base salaries are set at levels that the Compensation Committee believes are reasonably competitive to allow us to attract and retain qualified executives. Base salaries are reviewed annually and may be adjusted, as appropriate. Annual base salaries for 2024 approved by the Compensation Committee on February 15, 2024, for each of our named executive officers were as follows:
|
|
2024 Base Salary(1) ($) |
|
|
2023 Base Salary ($) |
|
% Change in Local Currency |
Dr. Laukien |
|
976,554 |
|
|
938,994 |
|
4.0% |
Mr. Herman |
|
644,234 |
|
|
613,556 |
|
5.0% |
Dr. Busse |
|
508,819 |
|
|
461,810 |
|
5.0% |
Dr. Munch |
|
738,370 |
|
|
703,210 |
|
5.0% |
Mr. Srega |
|
481,005 |
|
|
454,780 |
|
5.0% |
For 2024, the Compensation Committee approved salary increases ranging from 4% to 5% for our named executive officers. The Compensation Committee considered these increases appropriate based on its evaluation of competitive market levels, peer group survey data, individual performance and market conditions.
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Bruker Proxy Statement 2025 |
Cash Incentive Plans and Review of 2024 Performance
Annual Cash Incentive Awards. Annual incentive awards in the form of performance-based cash incentive bonuses for our named executive officers are based upon management’s success in achieving a combination of corporate financial and individual measures established each year by the Compensation Committee after consultation with management. The specific goals vary for each named executive officer based on responsibilities and role within Bruker and may include financial or strategic measures. Individual goals are intended to reward performance which results in Bruker meeting or exceeding its financial or operational goals.
The Compensation Committee also considers the mix of performance goals to balance the incentives created to mitigate risks that may be associated with a particular performance goal. Through a mix of financial metrics and individual goals, cash incentive awards reflect both the individual’s contributions compared to his or her specific performance goals for the year and the overall performance of Bruker or the particular operations under the executive officer’s leadership.
Overview and Outcomes. Under the annual short-term incentive compensation plans, or ICPs, named executive officers are eligible for cash awards based on Company and individual performance. The 2024 ICP goal total achievement for named executive officers was as follows:
The two primary classifications of performance goals utilized are pre-established financial performance metrics and specific individual performance goals. Each performance metric represents part of the total incentive award calculation, with the financial goals in 2024 accounting for, in the aggregate, 70% of the target award potential and the individual goals in 2024 accounting for, in the aggregate, 30% of the total incentive award potential. In 2024, the Compensation Committee established our named executive officers’ 2024 ICPs as follows:
2024 ICP Structure and Metrics. The basic structure and metrics of the 2024 cash incentive plans established for our executive officers are summarized as follows:
CEO & CFO |
Group Presidents |
All Executive Officers |
Financial Goals » 70% of Total Target Cash Incentive Plan Opportunity |
Potential Payout Amounts |
|
Corporate Financial Performance Goals |
Group Financial Performance Goals |
|
✓ Currency - Adjusted Revenue Growth (15%) ✓ Non-GAAP Operating Profit Improvement (20%) ✓ Non-GAAP Earnings Per Share Growth (non-GAAP EPS) (15%) ✓ Working Capital Improvement (20%) |
✓ Currency - Adjusted Revenue Growth (15%) ✓ Non-GAAP Gross Profit Improvement (15%) ✓ Non-GAAP Operating Profit Improvement (15%) ✓ Working Capital Improvement (15%) ✓ Non-GAAP EPS (10%) |
Each financial goal has a minimum of 0% payout and a maximum of 200%, with payouts determined relative to the achievement of each of the specified performance goals on a linear basis. |
Individual » 30% of Total Target Cash Incentive Plan Opportunity |
Potential Payout Amounts |
|
✓ Individual strategic and organizational objectives |
✓ Individual strategic and organizational objectives |
0 - 125%, subject to adjustment at the discretion of the Compensation Committee |
Bruker Proxy Statement 2025 |
22 |
Setting Incentive Target Levels. The following table summarizes the 2024 ICP target levels approved for each of our named executive officers and the relationship of performance-based cash compensation at target levels to base salary and total potential cash compensation. The bonus target levels remain unchanged from 2023.
|
||||||
2024 Cash Incentive Targets (1) |
||||||
|
|
|
|
|
|
|
|
|
$ Target Level |
|
% of Base Salary at Target Achievement |
|
% of Total |
Dr. Laukien |
|
1,367,176 |
|
140% |
|
58% |
Mr. Herman |
|
450,964 |
|
70% |
|
41% |
Dr. Busse |
|
305,291 |
|
60% |
|
38% |
Dr. Munch |
|
479,941 |
|
65% |
|
39% |
Mr. Srega |
|
312,654 |
|
65% |
|
39% |
When setting individual target incentive levels for 2024 ICPs, the Compensation Committee reviewed, for each named executive officer, individual target awards applicable in 2024, the total cash compensation established for 2024 and the projected cash compensation for 2024, considering how the total cash compensation of each named executive officer compared to peer group and related market data, and the responsibilities of each named executive officer. Additionally, the Compensation Committee considered long-term incentive target levels, to consider a total direct compensation view, so that no one element was determined in isolation.
Setting Corporate Performance Goals and Thresholds. The Compensation Committee establishes specific corporate-level financial performance goals for our executive officers with corporate responsibilities, including Dr. Laukien and Mr. Herman, and business group-level financial performance goals for our executive officers with group-level management responsibilities based on key corporate, group or divisional business plan goals for the year. In addition to goals tied to group-level financial performance, each of our group presidents has a portion of his incentive award potential linked directly to our company non-GAAP earnings per share, creating additional alignment with our stockholders and our overall strategic objectives.
Financial performance goals generally reflect targeted growth as compared to the results achieved in the prior year for the relevant metric, with a threshold level of current year performance required for any cash incentive payout. However, threshold levels are typically equal to the prior year’s performance. As a result, 2023 performance was the threshold achievement for our named executive officers to earn any portion of their cash incentive plan targets linked to financial performance goals in 2024 (with exception of working capital for Corporate, Bruker BioSpin Group and Bruker CALID Group, for which the threshold was 105% of business plan goal).
Payments for cash incentive bonuses linked to the achievement of the pre-established financial performance goals are calculated based on percentage achievement of the financial target goal. The payout for the financial goals portion of an individual’s ICP is limited to 200% of the financial incentive award target.
Setting Individual Performance Goals and Thresholds. While still measurable, individual performance goals may not always be as quantifiable as the financial objectives. Payments for individual performance goals are made in a range of 0% to 125%, based on a qualitative evaluation of the named executive officer’s performance and determined by the Compensation Committee.
Individual performance goals are generally set as stretch, but attainable, goals, with over-achievement of goals anticipated to occur in only limited circumstances. In determining award payouts for these goals, the Compensation Committee considers each of the executive officers’ achievements in meeting their individual performance goals and the substantial progress made during the fiscal year with respect to a variety of strategic, organizational and infrastructure initiatives implemented under their leadership. Additionally, the Compensation Committee may, in its discretion, award cash incentive bonuses above the target level in the event it determines that a named executive officer has delivered exceptional performance. Cash incentive compensation plans of our named executive officers operate under a common set of performance metrics and calculation methodologies, with goals adjusted at the corporate or group level to reflect individual areas of responsibility.
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Bruker Proxy Statement 2025 |
2024 Cash Incentive Award Payout Determinations
DR. FRANK H. LAUKIEN AND MR. GERALD N. HERMAN:
Bruker Corporation
2024 Financial Performance Goals (70% of Target Bonus Potential)
As the CEO and CFO, respectively, of the Company, Dr. Laukien’s and Mr. Herman’s 2024 ICP financial performance goals were tied to corporate financial performance goals that focused on generating revenue growth, improving efficiency, profitability and working capital ratio, and increasing the Earnings Per Share. As a result, the cash incentive award payouts earned by each of Dr. Laukien and Mr. Herman for the financial performance portion of their 2024 ICP opportunity was equal to approximately 82.4% of their cash incentive target linked to financial performance goals, or approximately 87.7% for Dr. Laukien's and 87.0% for Mr. Herman's total cash incentive target, respectively. Bruker’s overall 2024 financial performance did not achieve certain business plan targets primarily due to underlying market conditions and supply chain constraints.
2024 Corporate Level Performance Goals(1) |
Weighting |
2024 Performance(1) |
% Of Incentive Goal Achieved |
■ $363.0 Million Currency Adjusted Revenue Growth |
15 % |
$230.8 million increase in Currency-Adjusted Revenue |
63.6 % |
■ $37.8 Million Non-GAAP Operating Profit Improvement |
20 % |
$4.5 million decrease in Non-GAAP Operating Profit |
0.0 % |
■ $0.021 Reduction in Working Capital Ratio |
20 % |
$0.041 reduction in Working Capital Ratio |
194.4 % |
■ $0.21 Increase in Non-GAAP Earnings Per Share |
15 % |
$0.13 increase in Non-GAAP Earnings Per Share |
61.9 % |
Total |
70 % |
|
82.4 % |
Individual Performance Goals
(30% of Target Bonus Potential)
The individual performance goals and achievement ratings for each of Dr. Laukien’s and Mr. Herman’s 2024 ICPs are described below.
Dr. Laukien
Dr. Laukien’s individual performance goals for 2024 included active portfolio management, high-value innovation, operational excellence, and organizational effectiveness. Dr. Laukien earned 100% of the portion of his cash incentive target linked to individual performance goals. This was comprised of mixed delivery of goals in active portfolio management with one goal exceeded the target, one goal at target, and one lagging target. Additionally, there was a slight under delivery of a high-value innovation goal. The other focus areas of operational excellence and organizational effectiveness were delivered as expected.
Mr. Herman
Mr. Herman’s individual performance goals for 2024 included commercial excellence, operational excellence, and organizational effectiveness. Mr. Herman earned 97.5% of the portion of his cash incentive target linked to individual performance goals. This achievement was comprised of over delivery of a goal in the area of commercial excellence and slight under delivery for two goals in operational excellence and organization effectiveness. The other goals were delivered as expected.
Bruker Proxy Statement 2025 |
24 |
DR. FALKO BUSSE:
Bruker BioSpin Group
2024 Financial Performance Goals
(70% of Target Bonus Potential)
As President of the Bruker BioSpin Group, Dr. Busse’s 2024 ICP financial performance goals directly related to his leadership of the Bruker BioSpin Group. As summarized in the table below, Bruker BioSpin’s 2024 financial performance reflected strong profitability and working capital management. As a result, the cash incentive award payout earned by Dr. Busse for the financial performance portion of his 2024 ICP opportunity was equal to approximately 115.7% of his cash incentive target linked to financial performance goals, or approximately 111.8% of his total cash incentive target.
2024 Bruker BioSpin Group Performance Goals(1) |
Weighting |
2024 Performance(1) |
% Of Incentive Goal Achieved |
■ $92.0 Million Bruker BioSpin Currency-Adjusted Revenue Growth |
15 % |
$75.7 million increase in Currency-Adjusted Revenue |
82.2 % |
■ $33.7 Million Bruker BioSpin Non-GAAP Gross Profit Improvement |
15 % |
$29.6 million increase in Non-GAAP Gross Profit |
87.6 % |
■ $10.7 Million Bruker BioSpin Non-GAAP Operating Profit Improvement |
15 % |
$13.8 million increase in Non-GAAP Operating Profit |
128.9 % |
■ $0.023 Reduction in Bruker BioSpin Working Capital Ratio |
15 % |
$0.060 reduction in Working Capital Ratio |
200.0 % |
■ $0.21 Increase in Non-GAAP Earnings Per Share |
10 % |
$0.13 increase in Non-GAAP Earnings Per Share |
61.9 % |
Total |
70 % |
|
115.7 % |
Individual Performance Goals
(30% of Target Bonus Potential)
Dr. Busse’s individual performance goals for 2024 included active portfolio management, customer success, high-value innovation, operational excellence, and organizational effectiveness. Overachievement of the performance goals was driven by active portfolio management. Dr. Busse earned 102.5% of his cash incentive target linked to individual performance goals. This achievement was comprised of over delivery of active portfolio management, and goals achieved at target for customer success, operational excellence, and organizational effectiveness. Two goals under high-value innovation had mixed results; one delivered as expected and the other slightly under target.
25 |
Bruker Proxy Statement 2025 |
DR. MARK R. MUNCH:
Bruker NANO Group
2024 Financial Performance Goals
(70% of Target Bonus Potential)
Dr. Munch is an Executive Vice President of Bruker Corporation and President of the Bruker NANO Group. Dr. Munch’s 2024 ICP financial performance goals directly related to his leadership of the Bruker NANO Group. As summarized in the table below, in 2024 the Bruker NANO Group delivered solid financial performance in working capital management, while revenue and profitability fell short of the target. As a result, the cash incentive award payout earned by Dr. Munch for the financial performance portion of his 2024 ICP opportunity was equal to approximately 61.3% of his cash incentive target linked to financial performance goals, or approximately 72.9% of his total cash incentive target.
2024 Bruker NANO Group (NANO) Performance Goals(1) |
Weighting |
2024 Performance(1) |
% Of Incentive Goal Achieved |
■ $165.6 Million NANO Currency-Adjusted Revenue Growth |
15 % |
$110.7 million increase in Currency-Adjusted Revenue |
66.8 % |
■ $93.4 Million NANO Non-GAAP Gross Profit Improvement |
15 % |
$48.0 million increase in Non-GAAP Gross Profit |
51.4 % |
■ $24.4 Million NANO Non-GAAP Operating Profit Improvement |
15 % |
$8.1 million increase in Non-GAAP Operating Profit |
33.3 % |
■ $0.054 Reduction in NANO Working Capital Ratio |
15 % |
$0.050 reduction in Working Capital Ratio |
93.2 % |
■ $0.21 Increase in Non-GAAP Earnings Per Share |
10 % |
$0.13 increase in Non-GAAP Earnings Per Share |
61.9 % |
Total |
70 % |
|
61.3 % |
Individual Performance Goals
(30% of Target Bonus Potential)
Dr. Munch’s individual performance goals for 2024 included active portfolio management, commercial excellence, operational excellence and organizational effectiveness. Dr. Munch earned a cash incentive award equal to 100% of the portion of his target cash incentive bonus potential attributable to his individual performance goals. This total was based on over achievement in active portfolio management and target achievement for commercial excellence. The operational excellence goals had mixed results with one missing the target and the other achieving target. Lastly, organizational excellence also had mixed results with exceeding the target and the other achieving target.
Bruker Proxy Statement 2025 |
26 |
MR. JUERGEN W. SREGA:
Bruker CALID Group
2024 Financial Performance Goals
(70% of Target Bonus Potential)
As President of the Bruker CALID Group, Mr. Srega’s 2024 ICP financial performance goals directly related to his leadership of the Bruker CALID Group. As summarized in the table below, Bruker CALID’s actual financial performance in 2024 was mixed with strong working capital management performance offset by a shortfall in revenue and profitability performance as compared to target. As a result, the cash incentive award payout earned by Mr. Srega for the financial performance portion of his 2024 ICP opportunity was equal to approximately 47.4% of his cash incentive target linked to financial performance goals, or approximately 66.9% of his total cash incentive target.
2024 Bruker CALID Group (CALID) Performance Goals(1) |
Weighting |
2024 Performance(1) |
% Of Incentive Goal Achieved |
■ $85.2 Million CALID Currency-Adjusted Revenue Growth |
15 % |
$34.5 million increase in Currency-Adjusted Revenue |
40.5 % |
■ $54.3 Million CALID Non-GAAP Gross Profit Improvement |
15 % |
$0.8 million decrease in Non-GAAP Gross Profit |
0.0 % |
■ $20.2 Million CALID Non-GAAP Operating Profit Improvement |
15 % |
$5.7 million decrease in Non-GAAP Operating Profit |
0.0 % |
■ $0.016 Reduction in CALID Working Capital Ratio |
15 % |
$0.022 reduction in Working Capital Ratio |
139.3 % |
■ $0.21 Increase in Non-GAAP Earnings Per Share |
10 % |
$0.13 increase in Non-GAAP Earnings Per Share |
61.9 % |
Total |
70 % |
|
47.4 % |
Individual Performance Goals
(30% of Target Bonus Potential)
Mr. Srega’s individual performance goals for 2024 included active portfolio management, customer success, high-value innovation, operational excellence, and organization effectiveness. Overachievement of performance goals was driven by active portfolio management and high-value innovation. Mr. Srega earned 112.5% of his cash incentive target linked to individual performance goals. This was achieved by Mr. Srega exceeding the target for active portfolio management and achieving the target for customer success. High-value innovation had mixed results with one goal exceeding target and the other achieving target. Operational excellence and organizational effectives goals were achieved at target.
27 |
Bruker Proxy Statement 2025 |
Total NEO Incentive Award Payments
Following review of the performance of our named executive officers in 2024, the Compensation Committee approved ICP awards to the named executive officers based on their respective percentage achievement of 2024 financial and individual performance goals as follows:
NEO |
|
Financial Goal Achievement |
|
Individual Goal Achievement |
|
Total Cash Incentive Payment |
Frank H. Laukien |
|
82.4% |
|
100.0% |
|
87.7% |
Gerald N. Herman |
|
82.4% |
|
97.5% |
|
87.0% |
Falko Busse |
|
115.7% |
|
102.5% |
|
111.8% |
Mark R. Munch |
|
61.3% |
|
100.0% |
|
72.9% |
Juergen W. Srega |
|
47.4% |
|
112.5% |
|
66.9% |
As shown above, based on their performance relative to their combined 2024 corporate performance goals and individual goals, Dr. Laukien and Mr. Herman earned $1,187,562 and $387,476, respectively, of their ICP targets.
The actual cash incentive award payments to our named executive officers are reported in the “Non-Equity Incentive Plan Awards” column of the Summary Compensation Table in this Proxy Statement.
2024 Long-Term Incentive Awards
The Compensation Committee uses long-term incentive compensation in the form of equity awards to deliver competitive compensation that recognizes employees for their contributions to Bruker and aligns the interests of named executive officers with stockholders by focusing them on long-term growth and stock price performance.
In 2024, upon consideration of a variety of factors, including the individual performance, experience and responsibilities of each of our named executive officers, our stock price, competitive market practices and trends, including total potential dilution and annual equity burn rate levels, outstanding equity awards held by our named executive officers and overall Company performance, the Compensation Committee approved the following long-term incentive awards to our named executive officers in August 2024:
2024 Long-Term Equity Incentive Awards
Long-Term Incentive Awards. Equity incentive compensation in the form of stock option and RSU awards is designed to provide long-term incentives to executive officers, to encourage them to remain with us and to enable recipients to develop and maintain a long-term stock ownership position in our Common Stock, which in turn motivates them to focus on creating long-term enhancement to stockholder value.
|
|
Aggregate |
|
Stock Options |
|
RSUs |
Dr. Laukien |
|
3,338,058 |
|
77,255 |
|
28,307 |
Mr. Herman |
|
1,246,377 |
|
13,742 |
|
15,106 |
Dr. Busse |
|
497,539 |
|
5,486 |
|
6,030 |
Dr. Munch |
|
1,239,456 |
|
13,666 |
|
15,022 |
Mr. Srega (2) |
|
750,000 |
|
8,319 |
|
9,073 |
We use a combination of stock options and RSU awards to balance the performance orientation of stock options to enhance our pay-for-performance culture and the retentive qualities of RSUs. The Compensation Committee believes this mix to be reasonable considering market practices, the overall level of pay for our executives and the long-term orientation of the equity award vehicles, given that they vest over a period of four years. In 2024, the value of awards to our CEO is 47% stock options and 53% RSU’s. The named executive officers consisted of 25% stock options and 75% RSUs, which is consistent with the Compensation Committee’s approach generally.
Bruker Proxy Statement 2025 |
28 |
Executive Benefits
In 2024, our named executive officers were eligible for the same level and offering of benefits made available to other employees, including our 401(k) plan and welfare benefit programs in the United States, or those comparable local benefit programs for our executives outside the United States. We generally do not provide additional benefits or perquisites to our executive officers, except as follows:
Employment Contracts, Termination of Employment and Change-in-Control Arrangements
Our wholly owned subsidiary Bruker BioSpin AG has a letter agreement with Dr. Busse that sets forth certain terms of Dr. Busse’s employment as President of the Bruker BioSpin Group, including his annual base salary and cash incentive bonus plan targets, in each case subject to annual review, and an annual equity award with a value of 175,000 Swiss francs, pursuant to our 2016 Plan. During the term of his employment, Dr. Busse is eligible to participate in all customary employee benefit plans or programs generally available to our employees and/or executive officers. Additionally, as an employee of Bruker BioSpin AG, Dr. Busse is entitled to participate in the Bruker BioSpin AG pension fund scheme and other local benefit plans during the term of his employment. In the event of Dr. Busse’s death while in our employment, he is entitled to continuation of his base salary for a period of six months. The letter agreement contains customary one-year non-competition and two-year non-solicitation provisions and may be terminated by either party upon six month’s written notice.
We and Mr. Srega are party to a letter agreement which sets forth certain terms of Mr. Srega’s employment as President of the Bruker CALID Group, including his annual base salary, subject to annual review and eligibility to participate in our cash incentive bonus plan. The letter agreement also provides that Mr. Srega is entitled to receive an annual equity award. During the term of his employment, Mr. Srega will be eligible to participate in all customary employee benefit plans or programs of Bruker generally available to our employees and/or executive officers. Additionally, we assumed a personal pension scheme for Mr. Srega’s benefit carried forward in part from his former employer. The personal pension scheme is funded by contributions made by Bruker Daltonik GmbH and voluntary contributions by Mr. Srega, if any, during the term of his employment.
Mr. Srega will be entitled to a lump sum severance payment equal to six months of his then current base salary, or approximately $231,124 as of December 31, 2024, in the event there is a change in the voting control of Bruker and his employment is terminated, voluntarily or involuntarily, within six months after such change in control.
Additionally, pursuant to the letter agreement, Mr. Srega was required to enter into a managing director’s contract with Bruker Daltonik GmbH, or the German Subsidiary; accordingly, Mr. Srega and the German Subsidiary are parties to that certain Managing Director Employment Contract, dated June 28, 2012, (the “Original MDE”), as amended by that certain Supplements to the Managing Director Employment Contract, dated December 12, 2019, and July 19. 2023 (the “MDE Amendments”), and, together with the Original MDE, the MDE Contract. The “MDE Contract” sets forth the compensation and benefits that Mr. Srega is entitled to for his service as Managing Director and Chairman of the executive board of the German Subsidiary.
Pursuant to Mr. Srega’s MDE Contract, for retention purposes Mr. Srega was awarded larger than typical long-term incentive equity awards in each of 2020, 2021, 2023 and 2024. Portions of the grants were allocated to performance in 2022 and are expected to be allocated to performance in 2025, 2026, and 2027. Accordingly, in 2022, Mr. Srega’s long-term incentive equity award was relatively lower than typical to take the larger awards expected to be granted into account. Similarly, the 2025, 2026, and 2027 grants are also planned to be relatively lower than typical to take the larger awards into account. Under the MDE Contract, Mr. Srega is subject to confidentiality and non-competition restrictions. The MDE Contract may be terminated by either party upon 12-months’ advance notice.
In the event of a change in control of Bruker, our Board has the authority to accelerate vesting of any and all unvested option, restricted stock and RSU awards granted under the 2016 Plan and the 2010 Incentive Compensation Plan, or 2010 Plan. Accelerated vesting in such circumstances is at the Board’s sole discretion. Under the standard terms of the awards of options, restricted stock and RSUs granted under these plans, unvested amounts are forfeited if the grantee’s employment or business relationship with Bruker is terminated for any reason, other than in the event of death or disability.
29 |
Bruker Proxy Statement 2025 |
Section 162(m) Limitations
Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, or the Code, limits the tax deductibility by a corporation of compensation in excess of $1,000,000 paid for any year to certain “covered employees.” Covered employees generally include our Named Executive Officers.
The Compensation Committee and management consider the accounting and tax effects of various compensation elements when designing our annual incentive and equity compensation plans and making other compensation decisions. Although we have considered the impact of Section 162(m) when designing our executive compensation programs and incentive plans, tax deductibility is not a primary consideration in setting compensation and is secondary to meeting the overall objectives of the executive compensation program. The Compensation Committee will continue to monitor the compensation levels potentially payable under our compensation programs and intends to retain the flexibility necessary to provide total compensation in line with competitive practice and our compensation philosophy, even if such compensation is not deductible under Section 162(m).
Accounting rules require us to record cash compensation as an expense at the time the obligation is incurred. Additionally, we follow Financial Accounting Standards Board ASC Topic 718 for our stock-based compensation awards. In accordance with ASC Topic 718, stock-based compensation cost is measured at the grant date, based on the estimated fair value of the awards using a variety of assumptions. This calculation is performed for accounting purposes and, as applicable, reported in the compensation tables, even though recipients may never realize any value from their awards. We record this expense on an ongoing basis over the requisite employee service period.
Stock Ownership Guidelines
We have adopted stock ownership guidelines that apply to our directors and executive officers based on the Board’s determination of appropriate share ownership levels as follows:
Position |
Ownership Requirement |
Chief Executive Officer |
5x annual base salary |
Executive Officers |
2x annual base salary |
Non-Employee Directors |
5x annual retainer |
All Common Stock held directly or indirectly by the directors and executive officers as well as unvested RSUs are included for purposes of calculating stock ownership under the guidelines. Our directors and executive officers have five years from the date the guidelines were adopted in November 2019 or the date they joined Bruker to attain the minimum ownership necessary to comply with the guidelines. If an individual becomes subject to a greater ownership amount due to promotion or an increase in base salary or annual retainer, the individual has three additional years to attain the minimum ownership necessary to comply with the new guidelines.
Individuals must hold 50% of the shares delivered to them pursuant to an exercise of stock options or the vesting of RSUs (in each case net of any taxes owed) until the applicable minimum ownership requirement is met.
All directors and executive officers have met their ownership guidelines and continue to accumulate and hold shares consistent with the guidelines.
Compensation Recovery/Clawback Policy
Consistent with the Dodd-Frank Wall Street Reform Act and Protection Act of 2010, our Clawback Policy implements the mandatory recoupment of incentive-based compensation received by an executive officer in the event of an accounting restatement in compliance with the applicable rules of the Nasdaq Stock Market. Such a recoupment would be triggered in the event Bruker is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under securities law, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Clawback Policy applies to Section 16 officers, and the Bruker Board of Directors does not have discretion in whether affected compensation must be recouped.
Insider Trading Policies and Procedures
We have
Bruker Proxy Statement 2025 |
30 |
Equity Award Grant Practices
The Compensation Committee reviews and approves individual equity grants for the named executive officers and Directors, as well as the total number of shares underlying grants made to all employees. The annual equity grants typically are reviewed and approved at the Compensation Committee’s regular meeting during the third quarter of the fiscal year, although sign-on equity awards are generally approved by the Compensation Committee at the time an executive officer commences employment with Bruker. The grant date for the annual equity grants is the date of the Compensation Committee meeting at which they are approved. Administration of equity awards is managed by the Company’s human resources department with specific instructions related to the timing of grants given by the Compensation Committee.
The following table presents information regarding stock options issued to our NEOs in fiscal year 2024 during any period beginning four days before the filing of a periodic report or current report disclosing material, non-public information and ending one business day after the filing or furnishing of such report with the SEC.
Name |
|
Grant Date |
|
Number of securities underlying the awards (#) |
|
Exercise price of the award ($/Sh) |
|
Grant date fair value of the award(s) |
|
Percentage change in the |
|
8/9/2024 |
|
|
|
|
|||||
|
8/9/2024 |
|
|
|
|
|||||
|
8/9/2024 |
|
|
|
|
|||||
|
8/9/2024 |
|
|
|
|
|||||
|
8/9/2024 |
|
|
|
|
Policies on Hedging and Pledging of Shares
Consistent with the Dodd-Frank Wall Street Reform Act and Consumer Protection Act of 2010, or the Dodd-Frank Act, our Insider Trading Policy prohibits all Board members and employees, including executive officers, from engaging in hedging or monetization transactions to lock in the value of that person’s holdings of our securities, or hedging. For this purpose, “hedging” includes the purchase of financial instruments (such as prepaid variable forward contracts, equity swaps, collars and exchange funds), which may allow a person to continue to own our securities obtained as equity compensation or otherwise, but without the full risks and rewards of ownership.
Additionally, Board members and executive officers are prohibited from entering into any transactions that result in pledging, or using as collateral, our securities in order to secure personal loans or other obligations, including purchasing our stock on margin or holding our stock in a margin account.
Foreign Currency Policy
Assets and liabilities of the Company’s foreign subsidiaries, where the functional currency is not the U.S. dollar, are translated into U.S. Dollars using the current exchange rate as of the consolidated balance sheet date and shareholders’ equity is translated using historical rates. Revenues and expenses of foreign subsidiaries are translated at the average exchange rates in effect during the year. For further information on the Company's foreign currency policy refer to Note 2 of the 2024 audited financial statements included in the Annual Report on Form 10-K filed with the SEC on March 3, 2025. Any non-U.S. Dollar amounts have been converted to U.S. Dollars using the applicable conversion rates disclosed in the Summary Compensation Table located on page 33 of this Proxy Statement.
31 |
Bruker Proxy Statement 2025 |
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, promulgated under the Securities Act of 1933, as amended, or the “Securities Act”. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement on Schedule 14A.
This report is not soliciting material, is not deemed to be filed with the SEC and is not to be incorporated by reference in any filing of Bruker under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
This report has been furnished by the Compensation Committee of the Board of Directors.
Bonnie H. Anderson, Chair
Cynthia M. Friend
Richard A. Packer
Hermann F. Requardt, PhD.
Bruker Proxy Statement 2025 |
32 |
SUMMARY OF EXECUTIVE COMPENSATION
The following table summarizes the compensation earned by our named executive officers for the years ended December 31, 2024, 2023 and 2022.
Summary Compensation Table
Name and Principal |
|
Year |
|
Salary ($) |
|
Bonus ($) |
|
Stock |
|
Option |
|
Non-Equity |
|
Change in |
|
All Other |
|
Total ($) |
Frank H. Laukien, Ph.D. |
|
2024 |
|
965,720 |
|
— |
|
1,755,034 |
|
1,583,024 |
|
1,187,562 |
|
— |
|
35,964 |
|
5,527,304 |
Chairman, President and Chief |
|
2023 |
|
926,096 |
|
— |
|
2,555,868 |
|
770,552 |
|
1,572,146 |
|
— |
|
34,099 |
|
5,858,761 |
Executive Officer |
|
2022 |
|
873,265 |
|
— |
|
2,481,426 |
|
759,972 |
|
906,371 |
|
— |
|
36,161 |
|
5,057,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerald N. Herman |
|
2024 |
|
635,385 |
|
— |
|
936,572 |
|
309,805 |
|
387,476 |
|
— |
|
19,032 |
|
2,288,269 |
Executive Vice President and Chief |
|
2023 |
|
603,538 |
|
— |
|
807,347 |
|
268,526 |
|
506,969 |
|
— |
|
17,922 |
|
2,204,302 |
Financial Officer |
|
2022 |
|
570,982 |
|
— |
|
776,302 |
|
264,276 |
|
270,588 |
|
— |
|
16,518 |
|
1,898,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Falko Busse, Ph.D. President, |
|
2024 |
|
502,761 |
|
— |
|
373,860 |
|
123,679 |
|
328,509 |
|
— |
|
136,223 |
|
1,465,032 |
Bruker BioSpin Group(5) |
|
2023 |
|
468,944 |
|
— |
|
300,300 |
|
99,889 |
|
342,657 |
|
— |
|
133,576 |
|
1,345,365 |
|
|
2022 |
|
425,800 |
|
— |
|
288,796 |
|
98,307 |
|
220,292 |
|
— |
|
117,245 |
|
1,150,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark R. Munch, Ph.D. |
|
2024 |
|
728,228 |
|
300,000 |
7 |
931,364 |
8 |
308,092 |
|
345,782 |
|
— |
|
28,642 |
|
2,642,108 |
Executive Vice President & President, |
|
2023 |
|
689,939 |
|
451,500 |
|
823,404 |
|
273,840 |
|
459,363 |
|
— |
|
28,475 |
|
2,726,522 |
Bruker NANO Group |
|
2022 |
|
648,298 |
|
400,000 |
|
791,740 |
|
269,526 |
|
363,676 |
|
— |
|
27,989 |
|
2,501,229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Juergen W. Srega President, |
|
2024 |
|
477,485 |
|
1,515 |
9 |
562,500 |
10 |
187,500 |
10 |
200,596 |
|
— |
|
92,684 |
11 |
1,522,279 |
Bruker CALID Group(6) |
|
2023 |
|
452,530 |
|
— |
|
472,545 |
|
157,502 |
|
300,996 |
|
— |
|
88,663 |
11 |
1,472,236 |
|
|
2022 |
|
413,888 |
|
— |
|
472,564 |
|
160,865 |
|
143,164 |
|
— |
|
89,939 |
11 |
1,280,420 |
Name |
|
Matching |
|
Automobile |
|
Dividends Paid |
|
Other 2024 ($) |
|
Pension |
Frank H. Laukien |
|
13,800 |
|
— |
|
22,164 |
|
— |
|
— |
Gerald N. Herman |
|
13,800 |
|
— |
|
5,232 |
|
— |
|
— |
Falko Busse |
|
— |
|
33,821 |
|
2,131 |
|
— |
|
103,271 |
Mark R. Munch |
|
13,800 |
|
8,400 |
|
6,442 |
|
— |
|
— |
Juergen W. Srega |
|
— |
|
11,192 |
|
6,440 |
|
— |
|
75,052 |
33 |
Bruker Proxy Statement 2025 |
2024 Grants of Plan-Based Awards
The following table sets forth certain information with respect to individual grants of plan-based awards to our named executive officers during the year ended December 31, 2024.
|
|
|
|
|
|
Estimated Future Payouts Under |
|
All Other |
|
All Other |
|
Exercise or |
|
Grant Date |
||||
Name |
|
Type (1) |
|
Grant |
|
Threshold |
|
Target |
|
Maximum |
|
|
|
|
|
|
|
|
|
|
ICP |
|
N/A |
|
— |
|
1,367,176 |
|
2,426,737 |
|
|
|
|
|
|
|
|
Frank H. Laukien |
|
RSU |
|
8/9/2024 |
|
|
|
|
|
|
|
28,307 |
|
|
|
|
|
1,755,034 |
|
|
OPT |
|
8/9/2024 |
|
|
|
|
|
|
|
|
|
77,255 |
|
68.20 |
|
1,583,024 |
|
|
ICP |
|
N/A |
|
— |
|
450,964 |
|
800,461 |
|
|
|
|
|
|
|
|
Gerald N. Herman |
|
RSU |
|
8/9/2024 |
|
|
|
|
|
|
|
15,106 |
|
|
|
|
|
936,572 |
|
|
OPT |
|
8/9/2024 |
|
|
|
|
|
|
|
|
|
13,742 |
|
68.20 |
|
309,805 |
|
|
ICP |
|
N/A |
|
— |
|
305,291 |
|
541,892 |
|
|
|
|
|
|
|
|
Falko Busse |
|
RSU |
|
8/9/2024 |
|
|
|
|
|
|
|
6,030 |
|
|
|
|
|
373,860 |
|
|
OPT |
|
8/9/2024 |
|
|
|
|
|
|
|
|
|
5,486 |
|
62.00 |
|
123,679 |
|
|
ICP |
|
N/A |
|
— |
|
479,941 |
|
851,895 |
|
|
|
|
|
|
|
|
Mark R. Munch |
|
RSU |
|
8/9/2024 |
|
|
|
|
|
|
|
15,022 |
|
|
|
|
|
931,364 |
|
|
OPT |
|
8/9/2024 |
|
|
|
|
|
|
|
|
|
13,666 |
|
62.00 |
|
308,092 |
|
|
ICP |
|
N/A |
|
— |
|
314,105 |
|
557,536 |
|
|
|
|
|
|
|
|
Juergen W. Srega(4) |
|
RSU |
|
8/9/2024 |
|
|
|
|
|
|
|
9,073 |
|
|
|
|
|
562,500 |
|
|
OPT |
|
8/9/2024 |
|
|
|
|
|
|
|
|
|
8,319 |
|
62.00 |
|
187,500 |
Bruker Proxy Statement 2025 |
34 |
35 |
Bruker Proxy Statement 2025 |
Outstanding Equity Awards at December 31, 2024
The following table provides information concerning outstanding equity-based plan awards, including unexercised options and stock that has not vested, for each of our named executive officers as of the end of 2024.
|
|
Option Awards |
|
Stock Awards |
||||||||||||||
|
|
Option |
|
Number of |
|
Number of |
|
Option |
|
Option |
|
Stock |
|
Number of |
|
Market Value |
||
Frank H. Laukien |
|
8/06/2020 |
|
14,717 |
|
— |
|
|
47.85 |
|
8/06/2025 |
|
|
|
|
|
|
|
|
|
8/05/2021 |
|
27,786 |
|
9,262 |
(2) |
|
89.45 |
|
8/5/2026 |
|
|
|
|
|
|
|
|
|
8/11/2022 |
|
20,274 |
|
20,276 |
(3) |
|
68.20 |
|
8/11/2027 |
|
|
|
|
|
|
|
|
|
8/10/2023 |
|
8,836 |
|
26,513 |
(4) |
|
72.99 |
|
8/10/2028 |
|
|
|
|
|
|
|
|
|
8/09/2024 |
|
— |
|
77,255 |
(5) |
|
68.20 |
|
8/09/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/05/2021 |
|
7,407 |
(6) |
|
434,198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8/11/2022 |
|
20,012 |
(7) |
|
1,173,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8/10/2023 |
|
28,891 |
(8) |
|
1,693,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8/09/2024 |
|
28,307 |
(9) |
|
1,659,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerald N. Herman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/01/2016 |
|
8,004 |
|
— |
|
|
22.51 |
|
12/01/2026 |
|
|
|
|
|
|
|
|
|
8/09/2018 |
|
11,594 |
|
— |
|
|
34.02 |
|
8/09/2028 |
|
|
|
|
|
|
|
|
|
8/08/2019 |
|
11,344 |
|
— |
|
|
41.95 |
|
8/08/2029 |
|
|
|
|
|
|
|
|
|
8/06/2020 |
|
13,599 |
|
— |
|
|
43.50 |
|
8/06/2030 |
|
|
|
|
|
|
|
|
|
8/05/2021 |
|
7,363 |
|
2,455 |
(2) |
|
81.32 |
|
8/05/2031 |
|
|
|
|
|
|
|
|
|
8/11/2022 |
|
6,342 |
|
6,344 |
(3) |
|
62.00 |
|
8/11/2032 |
|
|
|
|
|
|
|
|
|
8/10/2023 |
|
2,791 |
|
8,376 |
(4) |
|
66.35 |
|
8/10/2033 |
|
|
|
|
|
|
|
|
|
8/09/2024 |
|
— |
|
13,742 |
(5) |
|
68.20 |
|
8/09/2034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/05/2021 |
|
1,963 |
(6) |
|
115,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8/11/2022 |
|
6,261 |
(7) |
|
367,020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8/10/2023 |
|
9,126 |
(8) |
|
534,966 |
Falko Busse |
|
|
|
|
|
|
|
|
|
|
|
|
8/09/2024 |
|
15,106 |
(9) |
|
885,514 |
|
|
8/06/2020 |
|
5,828 |
|
— |
|
|
43.50 |
|
8/06/2030 |
|
|
|
|
|
|
|
|
|
8/05/2021 |
|
3,114 |
|
1,039 |
(2) |
|
81.32 |
|
8/05/2031 |
|
|
|
|
|
|
|
|
|
8/11/2022 |
|
2,359 |
|
2,360 |
(3) |
|
62.00 |
|
8/11/2032 |
|
|
|
|
|
|
|
|
|
8/10/2023 |
|
1,038 |
|
3,116 |
(4) |
|
66.35 |
|
8/10/2033 |
|
|
|
|
|
|
|
|
|
8/09/2024 |
|
— |
|
5,486 |
(5) |
|
62.00 |
|
8/9/2034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/05/2021 |
|
831 |
(6) |
|
48,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8/11/2022 |
|
2,330 |
(7) |
|
136,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8/10/2023 |
|
3,395 |
(8) |
|
199,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8/09/2024 |
|
6,030 |
(9) |
|
353,479 |
Mark R. Munch |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/04/2016 |
|
58,843 |
|
— |
|
|
22.19 |
|
10/04/2026 |
|
|
|
|
|
|
|
|
|
8/10/2017 |
|
26,682 |
|
— |
|
|
27.07 |
|
8/10/2027 |
|
|
|
|
|
|
|
|
|
8/09/2018 |
|
22,695 |
|
— |
|
|
34.02 |
|
8/09/2028 |
|
|
|
|
|
|
|
|
|
8/08/2019 |
|
19,924 |
|
— |
|
|
41.95 |
|
8/08/2029 |
|
|
|
|
|
|
|
|
|
8/06/2020 |
|
19,329 |
|
— |
|
|
43.50 |
|
8/06/2030 |
|
|
|
|
|
|
|
|
|
8/05/2021 |
|
8,865 |
|
2,956 |
(2) |
|
81.32 |
|
8/05/2031 |
|
|
|
|
|
|
|
|
|
8/11/2022 |
|
6,468 |
|
6,470 |
(3) |
|
62.00 |
|
8/11/2032 |
|
|
|
|
|
|
|
|
|
8/10/2023 |
|
2,847 |
|
8,541 |
(4) |
|
66.35 |
|
8/10/2033 |
|
|
|
|
|
|
|
|
|
8/09/2024 |
|
— |
|
13,666 |
(5) |
|
62.00 |
|
8/09/2034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/05/2021 |
|
2,364 |
(6) |
|
138,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8/11/2022 |
|
6,386 |
(7) |
|
374,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8/10/2023 |
|
9,308 |
(8) |
|
545,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8/09/2024 |
|
15,022 |
(9) |
|
880,590 |
Juergen W. Srega |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/10/2017 |
|
17,635 |
|
— |
|
|
27.07 |
|
8/10/2027 |
|
|
|
|
|
|
|
|
|
8/09/2018 |
|
14,801 |
|
— |
|
|
34.02 |
|
8/09/2028 |
|
|
|
|
|
|
|
|
|
8/08/2019 |
|
12,994 |
|
— |
|
|
41.95 |
|
8/08/2029 |
|
|
|
|
|
|
|
|
|
8/06/2020 |
|
24,478 |
|
— |
|
|
43.50 |
|
8/06/2030 |
|
|
|
|
|
|
|
|
|
8/05/2021 |
|
10,900 |
|
3,634 |
(2) |
|
81.32 |
|
8/05/2031 |
|
|
|
|
|
|
|
|
|
8/10/2023 |
|
3,371 |
|
10,114 |
(4) |
|
66.35 |
|
8/10/2033 |
|
|
|
|
|
|
|
|
|
8/09/2024 |
|
— |
|
15,407 |
(5) |
|
62.00 |
|
8/09/2034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/05/2021 |
|
2,906 |
(6) |
|
170,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8/10/2023 |
|
11,022 |
(8) |
|
646,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8/09/2024 |
|
16,936 |
(9) |
|
992,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruker Proxy Statement 2025 |
36 |
2024 Option Exercises and Stock Vested
The following table provides information regarding the number of shares acquired by our named executive officers upon the exercise of options or vesting of restricted stock awards and RSUs and the value realized at that time before payment of any applicable withholding taxes and brokerage commission.
|
|
Option Awards |
|
Stock Awards |
||||
Name |
|
Number of |
|
Value Realized |
|
Number of |
|
Value Realized |
Frank H. Laukien |
|
— |
|
— |
|
40,105 |
|
2,468,982 |
Gerald N. Herman |
|
— |
|
— |
|
11,153 |
|
685,240 |
Falko Busse |
|
28,122 |
|
1,692,835 |
|
4,419 |
|
271,837 |
Mark R. Munch |
|
— |
|
— |
|
12,946 |
|
797,033 |
Juergen Srega |
|
— |
|
— |
|
12,011 |
|
744,223 |
Pension Benefits
Swiss Pension Plan. As an employee of our BioSpin AG subsidiary in Switzerland, Dr. Busse is eligible to participate in a defined benefit plan available to all employees of our subsidiaries in Switzerland, which we refer to as the Swiss Pension Plan. Dr. Busse participates in the plan on the same terms and conditions as all other Swiss employees and does not receive any additional supplemental executive pension contributions. The Swiss Pension Plan is a cash balance-based pension arrangement, under which we contribute an annual amount based on a percentage of salary and bonus and the participant’s age. Employees may also make contributions based on a percentage of salary and bonus and age. Additionally, participants are allocated annual savings and interest credits based on age and account value, respectively. Payments to participants are based on accumulated capital in the participant’s plan account and may be taken as a lump sum or annuity at normal retirement, beginning at age 65. Participants may also elect to receive a reduced benefit beginning at age 58 in the event of early retirement. In the event of premature death and disability, the Swiss Pension Plan also provides for payments in the form of an annuity based on a percentage of the participant’s salary or as a lump sum based on accumulated plan account assets.
Retirement Plan for Mr. Srega. A personal pension scheme established for Mr. Srega’s benefit, which was in part carried forward from his former employer, is funded by contributions made by Bruker Daltonik GmbH and voluntary contributions by Mr. Srega, if any, during the term of his employment. The personal pension scheme has three components: a contribution-based plan of Bruker Daltonik GmbH, or the Bruker Daltonik Plan; a pension fund guarantee, or the Guarantee Plan; and a cash value life insurance policy. The Bruker Daltonik Plan provides for monthly Company contributions in the amount of €5,780 (approximately $6,254 per month or $75,052 per year) and a lifetime monthly retirement benefit based on the value of accumulated capital beginning at age 67 or a lump-sum payment. In the event of termination of employment or death prior to age 67, the Bruker Daltonik Plan provides for a reduced benefit to be determined based on the cash assets of the plan at such time. The Guarantee Plan provides an inflation hedge and an additional monthly retirement benefit, commencing December 1, 2019, with an annually increasing benefit based on Guarantee Plan earnings or, at Mr. Srega’s election, a lump-sum payment. The Guarantee Plan is funded by annual Company contributions during the term of employment in amounts which increase annually by the same percentage as the upper earnings limit established under German law for pension insurance contributions.
37 |
Bruker Proxy Statement 2025 |
Information about our contributions to the Swiss Pension Plan in which Dr. Busse is a participant and the personal pension scheme of Mr. Srega is provided in the Summary Compensation Table above under the column entitled “All Other Compensation” and the related footnotes.
2024 Pension Benefits Table
The following table provides information about the benefits provided for Dr. Busse under the Swiss Pension Plan.
Name |
|
Plan Name |
|
Number of Years |
|
Present Value of |
Falko Busse(1) |
|
Swiss Pension Plan |
|
6.67 |
|
1,128,289 |
In 2024, Dr. Busse made contributions to the Swiss Pension Plan of $86,170 which amount is included in the “Salary” column of the Summary Compensation Table. During 2024, Dr. Busse did not make any additional voluntary contribution to the Swiss Pension Plan, nor did he receive any benefits. Company contributions in 2024 for the benefit of Dr. Busse totaled $100,279. For the year ended December 31, 2024, the effect of a plan amendment, which was effective December 31, 2024, and change in the measurement date on the present value of the accumulated benefit obligation was $75,175. The present value of accumulated benefit is calculated using the methodology and assumptions under Accounting Standards Codification Topic 715: Compensation—Retirement Benefits for the fiscal year-end measurement (as of December 31, 2024). The present value is based on a discount rate of 1.0%, an expected interest rate on the account balance of 1.25%, an expected rate of compensation increase of 2.0%, and the BVG 2020 Generational mortality tables.
2024 Non-Qualified Deferred Compensation Table
The following table provides information about 2024 activity relating to the personal pension scheme established for Mr. Srega.
Name |
|
Executive |
|
Registrant |
|
Aggregate Earnings in |
|
Aggregate Balance at Last Fiscal Year-End ($) |
Juergen Srega |
|
— |
|
75,052 |
|
104,180 |
|
993,852 |
There were no withdrawals or distributions from Mr. Srega’s personal pension scheme during 2024. Further information on the personal pension scheme established for Mr. Srega is included above under the heading “Pension Benefits—Retirement Plan for Mr. Srega.
Bruker Proxy Statement 2025 |
38 |
The following table summarizes information regarding securities authorized for issuance under our equity compensation plans as of December 31, 2024:
|
|
Number of |
|
Weighted- |
|
Number of |
Equity compensation plans approved by security holders (1) |
|
1,739,931 |
|
$55.06 |
|
5,038,453 |
Equity compensation plans not approved by security holders |
|
N/A |
|
N/A |
|
N/A |
|
|
1,739,931 |
|
$55.06 |
|
5,038,453 |
Potential Payments upon Termination or Change-in-Control
The following information describes and quantifies certain compensation and benefits that would have been payable under existing agreements, plans, and arrangements if the named executive officer’s employment had terminated on December 31, 2024, given his compensation and service levels as of that date. These benefits are in addition to the benefits to which the named executive officer was already entitled or in which he was vested as of such date, as well as certain benefits that are generally available to salaried employees. Due to the number of factors that affect the nature and amount of the compensation and benefits potentially payable upon the events described below, any amounts actually paid or distributed may be different than those shown in the table. Factors that could affect these amounts include the nature of or basis for such termination, the timing during the year of any such event, whether and when a named executive officer decides to exercise stock options and our stock price on that date and the exercise of discretion by the Board or Compensation Committee regarding the payment of compensation and benefits.
Severance Benefits. The cash severance benefits contained in the employment agreements for Mr. Srega and Dr. Busse, and the amounts each would be paid in connection with a termination of employment within six months of a change in voting control of Bruker are described in the Compensation Discussion and Analysis section of this Proxy Statement under the heading “Employment Contracts, Termination of Employment and Change in Control Arrangements.” Other than as contained in such agreements, we do not have arrangements with any of our other named executive officers, including Dr. Laukien, Mr. Herman and Dr. Munch, which provide cash severance benefits in the event of termination of employment or a change in control of Bruker.
Equity Awards. The unvested equity awards held by each of the named executive officers as of December 31, 2024, are described above in the 2024 Outstanding Equity Awards table. Each of the stock option and restricted stock awards granted prior to May 20, 2016, were granted pursuant to our 2010 Plan. Each of the equity-based awards granted on or after May 20, 2016, were granted pursuant to our 2016 Plan. In accordance with the terms of the 2010 Plan and the 2016 Plan and our related award agreements, except as noted below, no accelerated vesting of stock options, RSUs or restricted stock awards would have occurred as of December 31, 2024 in the event of a voluntary termination by a named executive officer or an involuntary termination by us, whether with or without cause. Generally, upon termination of employment, (a) any unvested restricted stock is forfeited and (b) the participant has a period of 90 days from termination to exercise any vested option awards (or, if earlier, until the option expiration date). However, in the event of termination for cause, including as a result of dishonesty with respect to Bruker or any of our affiliates, breach of fiduciary duty, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, material failure or refusal to comply with our published policies generally applicable to all employees or conduct materially harmful to the business of Bruker or any of our affiliates, all vested and unexercised options and unvested RSU or restricted stock awards are forfeited immediately upon termination. Additionally, in the event of death or disability of a plan participant, including any named executive officer, (a) any unvested RSUs or restricted stock awards will become vested and (b) all vested stock options will remain exercisable for a period of 90 days following such event (or, if earlier, until the stock option expiration date).
The Compensation Committee has discretion to revise or amend outstanding equity awards and may, at its discretion, accelerate vesting of any unvested option, RSU or stock awards, including in connection with a “Change in Control” of Bruker, as defined in our 2010 Plan or 2016 Plan, as applicable. Under these plans, a “Change in Control” occurs if: (a) within one year of any merger, consolidation, sale of a substantial part of our assets, or contested election, the persons who were directors of Bruker immediately before such transaction cease to constitute a majority of the Board of Bruker or a successor to Bruker; (b) if, as a result of any such transaction, we do not survive as an entity, or our shares are changed into the shares of another corporation unless the stockholders of Bruker immediately prior to the transaction own a majority of the outstanding shares of such other corporation immediately following the transaction; (c) any person or group who owned less than 20% of our outstanding Common Stock at the time of adoption of the 2010 Plan or 2016 Plan, as applicable, acquires ownership of fifty percent or more of our outstanding
39 |
Bruker Proxy Statement 2025 |
Common Stock; (d) the dissolution or liquidation of Bruker is approved by its stockholders; or (e) the members of the Board as of the adoption dates of the 2010 Plan or 2016 Plan cease to represent at least two thirds of the Board, subject to certain exceptions.
Additionally, with respect to awards granted pursuant to the 2016 Plan, in the event of a Change in Control, if (a) an award is assumed or continued (including through conversion or substitution for a substantially similar award of the successor) and, within twenty four (24) months following the Change in Control (or such shorter period as specified in the applicable award agreement), the executive officer’s employment is terminated without cause or is voluntarily terminated for good reason, or a double trigger provision, or (b) an award is not assumed or continued, any then outstanding awards of stock options will vest and become fully exercisable and any outstanding unvested awards of RSUs that are not performance-based will be treated as vested.
The values of (i) unvested, in-the-money stock options that would have been received by each of the named executive officers in the event of acceleration upon a Change in Control, assuming the Change in Control was effective December 31, 2024 and (ii) unvested restricted stock that would have been received by each of the named executive officers in the event (a) of acceleration upon a Change in Control, assuming the Change in Control was effective December 31, 2024 or (b) of the death or disability of the respective named executive officer are set forth in the following table. All calculations are based on a price per share equal to the Nasdaq closing price of $58.62 per share on December 31, 2024.
|
|
Unvested In-the- |
|
Unvested Restricted |
Frank H. Laukien |
|
— |
|
4,960,249 |
Gerald N. Herman |
|
— |
|
1,902,571 |
Falko Busse |
|
— |
|
737,791 |
Mark R. Munch |
|
— |
|
1,939,150 |
Juergen W. Srega |
|
— |
|
1,809,248 |
Retirement Plans. The retirement plans provided for Mr. Srega and Dr. Busse are described under the heading “Pension Benefits” above.
In the event of termination of employment as of December 31, 2024, by reason of death, Mr. Srega’s beneficiary would have been entitled to receive an estimated lump-sum payment of $868,707, which amount is payable in euros.
In the event of termination of employment as of December 31, 2024, other than for reason of death or disability, Dr. Busse would have been entitled to receive a lump-sum payment in the amount of $881,731. In the event of disability as of December 31, 2024, Dr. Busse would have been entitled to receive an annual disability pension in the amount of $394,872. In the event of death as of December 31, 2024, Dr. Busse’s spouse would have been entitled to annual survivor benefits of $236,923.
Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following disclosure about the ratio of the annual total compensation of Dr. Laukien, our Chairman, President and Chief Executive Officer, to the annual total compensation of our median employee.
For 2024, the annual total compensation of our median employee was $75,208. The 2024 annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this Proxy Statement, was $5,527,304. Based on this information, the ratio of our Chief Executive Officer’s annual total compensation to the annual total compensation of our median employee in 2024 was 73 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
For purposes of reporting annual total compensation and the ratio of annual total compensation of the Chief Executive Officer to the median employee, both the Chief Executive Officer and median employee’s annual total compensation were calculated consistent with the disclosure requirements of executive compensation under the Summary Compensation Table.
To identify the median employee, we examined the 2024 target total cash compensation, including annualized base salaries plus target performance bonus, incentive pay and commissions, for all individuals, excluding our Chief Executive Officer, who were employed by us as of October 31, 2024, as reflected in our payroll records, and whose payroll data was maintained in our primary payroll software, which consists of the significant majority of our worldwide workforce, and depicts a reasonable basis for determining median employee compensation. In accordance with Item 402(u) and instructions thereto, we included all 10,025 full-time, part-time, temporary and seasonal employees as of such date. We selected target total cash compensation for all employees as a consistently applied compensation measure because we do not widely distribute annual equity awards to employees and because we believe that this measure reasonably reflects the total annual compensation of our employees. For purposes of calculating the target total cash compensation of our non-U.S. employees, we converted local currencies at the applicable 2024 average exchange rates as of October 31, 2024.
Bruker Proxy Statement 2025 |
40 |
Pay Versus Performance Disclosure
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer, or the PEO, and Non-PEO named executive officers, or the Non-PEO NEOs, and Company performance for the fiscal years listed below.
|
|
|
|
|
|
|
|
|
|
Value of Initial Fixed $100 Investment Based on: (4) |
|
|
|
|
||
Fiscal Year |
|
Summary |
|
Compensation |
|
Average Summary |
|
Average |
|
Total |
|
Peer Group |
|
Net |
|
|
2024 |
|
|
|
|
|
|
|
|
$ |
|||||||
2023 |
|
|
|
|
|
|
|
|
$ |
|||||||
2022 |
|
|
|
|
|
|
|
|
$ |
|||||||
2021 |
|
|
|
|
|
|
|
|
$ |
|||||||
2020 |
|
|
|
|
|
|
|
|
$ |
|||||||
Fiscal Year |
|
Summary Compensation |
|
Exclusion of Stock |
|
Inclusion of Equity Values |
|
Compensation Actually |
2024 |
|
|
( |
|
|
|||
2023 |
|
|
( |
|
|
|||
2022 |
|
|
( |
|
|
|||
2021 |
|
|
( |
|
|
|||
2020 |
|
|
( |
|
|
Fiscal Year |
|
Average Summary |
|
Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) |
|
Average Exclusion |
|
Average Inclusion |
|
Average Inclusion |
|
Average |
2024 |
|
|
|
( |
|
|
|
|||||
2023 |
|
|
|
( |
|
|
|
|||||
2022 |
|
|
|
( |
|
|
( |
|
||||
2021 |
|
|
|
( |
|
|
|
|||||
2020 |
|
|
|
( |
|
|
|
41 |
Bruker Proxy Statement 2025 |
The amounts in the Inclusion of Equity Values columns in the tables above are derived from the amounts set forth in the following tables:
Fiscal Year |
|
Year-End Fair Value of |
|
Change in Fair Value |
|
Change in Fair Value |
|
Total - Inclusion of |
2024 |
|
|
( |
|
( |
|
||
2023 |
|
|
|
( |
|
|||
2022 |
|
|
( |
|
( |
|
||
2021 |
|
|
|
|
||||
2020 |
|
|
|
( |
|
Fiscal Year |
|
Average Year-End Fair |
|
Average Change in Fair |
|
Average Change in Fair |
|
Total - Average Inclusion |
2024 |
|
|
( |
|
( |
|
||
2023 |
|
|
|
( |
|
|||
2022 |
|
|
( |
|
( |
|
( |
|
2021 |
|
|
|
|
||||
2020 |
|
|
|
( |
|
Bruker Proxy Statement 2025 |
42 |
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company and the SIC Code 3826 Laboratory Analytical Instruments TSR.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.
43 |
Bruker Proxy Statement 2025 |
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Non-GAAP Diluted EPS
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Non-GAAP Diluted EPS during the five most recently completed fiscal years.
Tabular List of the Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and non-PEOs for 2024 to Company Performance. The measures in this table are not ranked. See Appendix A for our definitions of these financial performance measures.
Bruker Proxy Statement 2025 |
44 |
Review and Approval of Transactions with Related Persons
We have adopted a written Related-Person Transactions Policy, or the RPT Policy, that prohibits transactions involving Bruker and any related person, except in accordance with the RPT Policy. For purposes of the RPT Policy, “related persons” include (a) our executive officers, directors, director nominees, greater than 5% stockholders and any immediate family members of the foregoing and (b) any firm, academic department or other entity in which any of the foregoing persons is employed or is a partner or principal or holds a similar position or in which such person has more than a 10% beneficial ownership interest. The RPT Policy applies to (i) any transaction or series of transactions in which we are a participant and in which any related person has a direct or indirect interest, other than product or service sales or purchases entered into in the ordinary course of business involving aggregate amounts of less than $50,000 annually, and (ii) any material modification of an existing transaction.
Our RPT Policy provides for standing pre-approval of certain categories of transactions with related persons, including:
Under our RPT Policy, any related-person transaction not in one of the preceding categories must be submitted to our Executive Vice President and Chief Financial Officer for review and approval. Related-person transactions involving amounts of $500,000 or less, and product or service sales and purchases in the ordinary course of business involving aggregate amounts of $50,000 or more annually, are subject solely to review and approval, ratification, amendment, termination or rescission by our Executive Vice President and Chief Financial Officer. Any transaction in excess of $500,000 (other than a transaction involving product or service sales or purchases in the ordinary course of business), must also be forwarded to the Audit Committee for review and approval, ratification, amendment, termination or rescission, at the discretion of the Audit Committee.
In reviewing such transactions, our Executive Vice President and Chief Financial Officer and/or Audit Committee, as applicable, evaluates all material facts relating to the transaction and takes into account, among other factors deemed appropriate, the related person’s relationship to Bruker and interest in the transaction, the terms of the transaction, including its aggregate value, whether the transaction is in the best interests of Bruker, the impact on a director’s independence in the event the related person is a director, a family member of a director, or an entity in which a director is a partner, stockholder or executive officer and, if applicable, the availability of other sources of comparable products or services and whether the transaction is on terms comparable to the terms available to an unrelated third party. Neither the Executive Vice President and Chief Financial Officer nor any member of the Audit Committee may participate in the review of any transaction involving such person or any of his or her immediate family members.
Our Executive Vice President and Chief Financial Officer must report to the Audit Committee any approval or other action taken with respect to a related party transaction at or prior to the next Audit Committee meeting following such approval or other action. Additionally, our management must provide to the Audit Committee an annual report of any amounts paid or payable to, or received or receivable from, any related person. The Audit Committee is responsible for reviewing such reports and may make inquiries or take such actions as it deems appropriate upon consideration of all of the relevant facts and circumstances.
Dr. Dirk Laukien (half-brother of Dr. Frank H. Laukien), Mr. Joerg Laukien (brother of Dr. Frank H. Laukien), and Ms. Laukien- Kleiner (the stepmother of Dr. Frank H. Laukien) are co-owners of ZeroC Project GmbH, or ZeroC, which rents one property located in Faellanden, Switzerland to Bruker BioSpin AG:
Payments under the terms of the foregoing lease were equal to the estimated fair market value of the respective rental.
During 2024, the Company made equipment sales to Quantum Analytics totaling $199,745. These sales were made in the ordinary course of business and comparable to those that would have been reached by unrelated parties in arm’s-length transactions. Dr. Dirk Laukien, half-brother of Dr. Frank H. Laukien, is the sole owner of QA Group, LLC DBA Quantum Analytics, an analytical equipment leasing business.
In March 2025, Dr. Frank H. Laukien personally purchased 415,000 shares of Gauss Fusion GmbH from Bruker EAS GmbH for Euro 1.66 million (approximately $1.8 million). Bruker EAS GmbH is a wholly owned subsidiary of Bruker Corporation and prior to this purchase Bruker EAS GmbH owned approximately 34.38% of Gauss Fusion GmbH. This transaction, which was completed at comparable values similar to those that would have been reached with unrelated parties in arms-length transactions, was reviewed and approved by the Audit Committee.
45 |
Bruker Proxy Statement 2025 |
During 2024, the Company made equipment sales to PrognomIQ Inc. for $143,373. These sales were made in the ordinary course of business and comparable to those that would have been reached by unrelated parties in arm’s-length transactions. Dr. Philip Ma is the Chief Executive Officer and a director of PrognomIQ, and he was a member of our Board of Directors until August 5, 2024. The Company entered into a Series B Preferred Stock Purchase agreement with PrognomIQ Inc. in September 2020 and into a Series C Preferred Stock Purchase agreement in February 2022. The September 2020 and February 2022 transactions were consummated prior to Dr. Ma joining our Board in March 2022 and were arm’s length transactions.
During 2024, the Company made equipment sales in the ordinary course of business to Asahi Kasei Corporation totaling $250,504. These sales were contracted at comparable market rates that would have been reached by unrelated parties in arm’s length transactions. One of the Company’s directors, Mr. Richard Packer, is a Vice Presidential Executive Officer of Asahi Kasei Corporation.
Dr. Meike Hamester, the wife of Juergen Srega, the President of Bruker CALID Group, is employed by our Bruker Daltonik GmbH subsidiary as the VP & Managing Director Bruker Biosensors. During 2024, Dr. Meike Hamester received a total compensation of $196,383, which consists of base pay plus bonuses and an equity award in 2024. Her compensation is consistent with our total compensation philosophy, where responsibilities and experience are considered within the overall compensation package. Dr. Meike Hamester continues to be an employee of Bruker Daltonik GmbH, and she may receive compensation and other benefits in 2025 in amounts similar to those she received in 2024.
Dr. Venita Busse, the wife of Falko Busse, the President of Bruker BioSpin Group, is employed by Bruker Switzerland AG, as the Director Group Strategy Development. During 2024, Dr. Venita Busse received a total compensation of $201,467, which consists of base pay plus bonuses and an equity award in 2024. Her compensation is consistent with our total compensation philosophy, where responsibilities and experience are considered within the overall compensation package. Dr. Venita Busse continues to be an employee of Bruker Switzerland AG, and she may receive compensation and other benefits in 2025, similar to those she received in 2024.
Delinquent Section 16(A) Reports
Section 16(a) of the Exchange Act and the rules promulgated thereunder require our officers and directors and persons owning more than 10% of our outstanding Common Stock to file reports of ownership and changes in ownership with the SEC and to furnish us with copies of all these filings. We believe, based solely upon a review of reports and amendments thereto filed on EDGAR during and with respect to our fiscal year ended December 31, 2024, that all of our directors and executive officers complied with the reporting requirements of Section 16(a) of the Exchange Act during fiscal 2024, except for a late Form 4 filed on behalf of Dr. Frank H. Laukien on March 12, 2024, reporting one transaction completed on behalf of Dr. Laukien on December 16, 2023.
Bruker Proxy Statement 2025 |
46 |
AUDIT COMMITTEE REPORT
The Audit Committee, which operates pursuant to a written charter, assists the Board in fulfilling its oversight responsibilities by reviewing Bruker’s financial reporting process on behalf of the Board. Management is responsible for Bruker’s internal controls, the financial reporting process and compliance with laws and regulations and ethical business standards.
PricewaterhouseCoopers LLP, or PwC, Bruker’s independent registered public accounting firm, is responsible for expressing opinions on the conformity of Bruker’s consolidated financial statements with generally accepted accounting principles and on the effectiveness of Bruker’s internal control over financial reporting. The Audit Committee is responsible for overseeing and monitoring these practices. It is not the duty or responsibility of the Audit Committee to conduct auditing or accounting reviews or procedures.
In this context, the Audit Committee reviewed and discussed with management and PwC, among other things, the scope of the audit to be performed, the results of the audit performed, PwC’s audit of Bruker’s internal control over financial reporting and the independent registered public accounting firm’s fees for the services performed. Management represented to the Audit Committee that Bruker’s consolidated financial statements were prepared in accordance with generally accepted accounting principles. Discussions about Bruker’s audited financial statements included the auditors’ judgments about the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures.
The Audit Committee also discussed with PwC other matters required by Auditing Standard 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight, or PCAOB, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. PwC also provided to the Audit Committee written disclosures and the letter required by applicable requirements of the PCAOB regarding communications with the Audit Committee concerning independence. The Audit Committee discussed with PwC the registered public accounting firm’s independence from Bruker and considered the compatibility of non-audit services with PwC’s independence.
Based on the Audit Committee’s discussion with management and PwC, and the Audit Committee’s review of the representations of management and the report of PwC to the Audit Committee, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.
This report is not soliciting material, is not deemed to be filed with the SEC and is not to be incorporated by reference in any filing of Bruker under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
This report has been furnished by the Audit Committee of the Board of Directors.
John A. Ornell, Chair
Adelene Q. Perkins
Robert J. Rosenthal
47 |
Bruker Proxy Statement 2025 |
PROPOSAL NO. 2
ADVISORY VOTE ON THE 2024 COMPENSATION OF NAMED EXECUTIVE OFFICERS
The Board recognizes the interest our stockholders have in the compensation of our executives. In recognition of that interest and as required by the Dodd-Frank Act and SEC rules, we are providing our stockholders the opportunity to cast a non-binding advisory vote on the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC.
The compensation of our named executive officers is disclosed in the CD&A, the compensation tables, and the related disclosures contained in this Proxy Statement. As described in our CD&A, we have adopted an executive compensation philosophy designed to deliver competitive total compensation, upon the achievement of financial and/or strategic performance objectives, which we believe will attract, motivate and retain leaders who will drive the creation of stockholder value. In order to implement that philosophy, the Compensation Committee has established a disciplined and rigorous process for the adoption of executive compensation programs and individual executive officer pay actions.
We believe that our compensation policies and decisions are focused on pay-for-performance principles, are strongly aligned with the long-term interests of our stockholders and provide an appropriate balance between risk and incentives. Stockholders are urged to read the CD&A section of this Proxy Statement, which discusses in greater detail how our compensation policies and procedures implement our executive compensation philosophy. We are asking our stockholders to indicate their support for our named executive officer compensation, as described in this Proxy Statement, by approval of the following resolution:
“RESOLVED, that the compensation paid to Bruker’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
Your vote on this Proposal No. 2 is advisory, and therefore not binding on us, the Compensation Committee, or the Board. However, our Board and our Compensation Committee value input from stockholders and will consider the outcome of the vote when making future executive compensation decisions.
The Board recommends a vote “FOR” the approval, on an advisory basis, of the 2024 compensation of the named executive officers, as disclosed in the CD&A, the compensation tables, and related narratives in this Proxy Statement.
Bruker Proxy Statement 2025 |
48 |
PROPOSAL NO. 3
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP has been our independent registered public accounting firm since June 1, 2016, and has been selected by the Audit Committee of the Board as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Although we are not required to seek stockholder approval of this appointment, the Board believes it to be sound corporate governance to do so. In the event that the stockholders fail to ratify the appointment, the Audit Committee will investigate the reasons for this failure and will reconsider the appointment. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent public accounting firm during the year if the Audit Committee believes that such a change would be in the best interests of Bruker and our stockholders.
A representative of PricewaterhouseCoopers LLP is expected to be present at the 2025 Annual Meeting and will have the opportunity to make a statement if he or she so desires and will be available to respond to appropriate stockholder questions.
The Board recommends a vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2025.
Independent Registered Public Accounting Firm
Fees billed to us by our independent registered public accounting firm for fiscal years 2024 and 2023, all of which were approved by the Audit Committee, consisted of the following:
|
|
2024 ($) |
|
2023 ($) |
Audit Fees (1) |
|
13,692,186 |
|
9,526,749 |
Audit Related Fees |
|
3,508 |
|
20,000 |
Tax Fees |
|
2,146,176 |
|
1,917,911 |
All Other Fees |
|
2,673 |
|
9,500 |
Total Fees |
|
15,844,543 |
|
11,489,160 |
Audit Fees. Audit fees for the years ended December 31, 2024, and 2023 were for the audit of our annual consolidated financial statements, including the integrated audit of internal control over financial reporting, the review of the consolidated financial statements included in our quarterly reports on Form 10-Q, audits of statutory filings, comfort letter procedures and review of other regulatory filings.
Audit-Related Fees. Audit-related fees include amounts related to attestation services not required by regulation and due diligence services related to mergers and acquisitions.
Tax Fees. Tax fees for the years ended December 31, 2024, and 2023 were for tax services provided to us, including tax compliance, tax advice and planning.
All Other Fees. All other fees for the years ended December 31, 2024, and 2023 relate to license fees for a web-based accounting research tool.
The Audit Committee approved 100% of the fees described above in accordance with the policy described below.
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Bruker Proxy Statement 2025 |
Audit Committee Pre-Approval Policies and Procedures
In order to ensure that audit and permissible non-audit services proposed to be performed by our independent registered public accounting firm do not impair the auditor’s independence from Bruker, the Audit Committee has adopted, and the Board has ratified, the following pre-approval policies and procedures.
Policies
Before engaging the independent registered public accounting firm to render the proposed service, the Audit Committee must either (i) approve the specific engagement, or specific pre-approval, or (ii) enter into the engagement pursuant to pre-approval policies and procedures established by the Audit Committee, or general pre-approval, provided the policies and procedures are detailed for the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management. The Audit Committee annually reviews and pre-approves the services that may be provided by the independent registered public accounting firm without obtaining specific pre-approval. The Audit Committee will add to or subtract from this list of general pre-approved services from time to time, based on subsequent determinations.
Unless a type of service has received general pre-approval, it requires specific pre-approval by the Audit Committee if it is to be provided by the independent registered public accounting firm. Any proposed services exceeding pre-approved cost levels or budgeted amounts also require specific pre-approval by the Audit Committee.
For both types of pre-approval, the Audit Committee considers whether such services are consistent with the SEC’s and the PCAOB’s rules on auditor independence. The Audit Committee also considers whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with our business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance our ability to manage or control risk or improve audit quality. All such factors are considered as a whole, and no one factor will necessarily be determinative.
The Audit Committee also considers the relationship between fees for audit and permissible non-audit services in deciding whether to pre-approve any such services and may determine, for each fiscal year, the appropriate ratio between the total amount of fees for Audit, Audit-related and Tax services and the total amount of fees for certain permissible non-audit services classified as All Other services.
The Audit Committee may delegate either type of pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.
Procedures
Pre-approval fee levels or budgeted amounts for all services to be provided by the independent registered public accounting firm are established annually by the Audit Committee. Any proposed services exceeding these levels or amounts require specific pre-approval by the Audit Committee, even if previously generally pre-approved.
Requests or applications to provide services that require specific approval by the Audit Committee must be submitted to the Audit Committee by both the independent registered public accounting firm and the Executive Vice President and Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.
The Audit Committee monitors the performance of all services provided by the independent auditor and assesses whether such services are in compliance with this policy.
Bruker Proxy Statement 2025 |
50 |
PROPOSAL NO. 4
APPROVAL OF THE ADOPTION OF THE BRUKER CORPORATION 2026 INCENTIVE COMPENSATION PLAN
Overview
Our Board of Directors (the “Board”) is seeking stockholder approval of the Bruker Corporation 2026 Incentive Compensation Plan (the “2026 Plan”) at the 2025 Annual Meeting. The Board adopted the 2026 Plan on February 18, 2025, upon the recommendation of the Compensation Committee (the “Compensation Committee”), subject to stockholder approval at the 2025 Annual Meeting. If approved by our stockholders, the 2026 Plan will become effective on February 19, 2026 (the “Effective Date”), which will be the date immediately following the date on which the Bruker Corporation 2016 Incentive Compensation Plan (the “2016 Plan”) expires. The 2026 Plan is attached as Appendix B to this Proxy Statement and the following summary is qualified in its entirety by reference to the full text of the 2026 Plan.
The 2026 Plan is intended to continue to extend the type of incentives that have been provided under the 2016 Plan and its predecessor. If the 2026 Plan is approved by our stockholders, we will not grant any new awards under the 2016 Plan after its expiration on February 18, 2026, and it is expected that, beginning on February 19, 2026, we will grant new awards under the 2026 Plan. Outstanding awards under the 2016 Plan will continue to be governed by the 2016 Plan and the agreements under which they were granted.
Until its expiration on February 18, 2026, we will continue to have the authority to, and expect that we will, continue to grant awards under the 2016 Plan.
Subject to the adjustment and recycling provisions of the 2026 Plan (which are described below), the 2026 Plan authorizes the issuance or transfer of a maximum of up to 12,000,000 shares of Common Stock (“Shares”), consisting of:
Background
We believe that cash- and equity-based incentive awards are fundamental to our ability to attract, motivate and retain highly qualified and dedicated employees, directors and other service providers. We have worked closely with our compensation consultant to design the 2026 Plan to meet our internal compensation objectives, as well as the interests of our stockholders, as described more fully below. Accordingly, approving the 2026 Plan is in the best interest of our stockholders for at least the following reasons:
The 2026 Plan is structured to provide flexibility in designing equity incentive programs with a broad array of equity incentives, stock options, including nonqualified stock options or incentive stock options, stock awards (including restricted stock awards), stock units (including restricted stock units), stock appreciation rights (“SARs”), as well as cash-based awards and other stock-based awards. In addition, the 2026 Plan has been designed to include a number of provisions that are consistent with protecting the interests of stockholders and sound corporate governance practices, as described below.
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Bruker Proxy Statement 2025 |
Key Features of the 2026 Plan
The 2026 Plan includes a number of features designed to protect our stockholders’ interests and reflect corporate governance best practices, including the following:
Background for Requested Share Authorization
The number of Shares reserved for issuance under the 2026 Plan was determined, after consideration of a number of factors, including (i) the number of shares available under the 2016 Plan as of April 1, 2025, (ii) the Company’s historical equity grant practices, including its “burn rate,” which the Company’s independent compensation consultant (Aon) determined is below that of certain members of the Company’s peer group, (iii) potential future awards that may be granted to attract and retain critical talent, and (iv) expected dilution to existing stockholders. We are seeking to include additional Shares under the 2026 Plan beyond the Shares that remain available for future awards under the 2016 Plan in order to provide us with flexibility in structuring our compensation arrangements going forward and to enable us to grant equity compensation at a level that allows us to continue to attract and retain employees in the competitive labor markets in which we compete.
Bruker Proxy Statement 2025 |
52 |
Dilution Analysis
The table below shows our potential dilution levels based on the number of Shares outstanding as of April 1, 2025, the 6,000,0000 new Shares requested for issuance under the 2026 Plan, the 5,023,025 Shares remaining available for issuance under the 2016 Plan as of April 1, 2025, and the 1,710,919 Shares subject to outstanding equity awards granted under the 2016 Plan and its predecessor plan as of April 1, 2025 (together, the “Fully-diluted Shares”). The Board believes that the number of Shares requested under the 2026 Plan represents a reasonable amount of potential equity dilution and will allow us to continue granting equity awards.
Shares Outstanding as of April 1, 2025 |
|
151,521,040 |
Fully diluted Shares |
|
164,254,984 |
Potential Dilution of 6,000,000 Shares as a Percentage of Fully Diluted Shares |
|
3.7% |
Burn Rate
In connection with our stock-based compensation programs, we are committed to using equity incentive awards prudently and within reasonable limits. Accordingly, we closely monitor our past usage of Shares (referred to as “burn rate”) each year and over time. The table below sets forth the following information regarding the awards granted under the 2016 Plan: (i) the burn rate for each of the last three calendar years and (ii) the average burn rate over the last three calendar years. The burn rate for a year has been calculated as follows: (1) all stock options and restricted stock units granted in the applicable year, divided by (2) the weighted average number of Shares outstanding for the applicable year.
Element |
|
2024 |
|
2023 |
|
2022 |
|
3-Year average |
Stock Options Granted |
|
128,099 |
|
77,719 |
|
73,365 |
|
93,061 |
Restricted Stock Units Granted |
|
453,762 |
|
354,265 |
|
291,015 |
|
366,347 |
Total Granted |
|
581,861 |
|
431,984 |
|
364,380 |
|
459,408 |
Weighted Average Shares Outstanding as of applicable fiscal year-end |
|
151,678,001 |
|
145,164,875 |
|
147,023,193 |
|
147,955,356 |
Burn Rate |
|
0.38% |
|
0.30% |
|
0.25% |
|
0.31% |
The burn rate means that we used an annual average of 0.31% of the weighted average Shares outstanding for awards granted or earned over the past three years.
Summary of Bruker Corporation 2026 Incentive Compensation Plan
The material terms of the 2026 Plan are summarized below. A copy of the full text of the 2026 Plan is attached to this proxy statement as Appendix B. This summary of the 2026 Plan is not intended to be a complete description of the 2026 Plan and is qualified in its entirety by the actual text of the 2026 Plan to which reference is made. Capitalized terms used, but not defined, in the following summary have the meaning assigned to those terms in the 2026 Plan.
Purpose
The 2026 Plan is intended to provide participants with an incentive to contribute materially to the Company’s growth by aligning the economic interests of the participants with those of the Company’s stockholders.
Types of Awards
The 2026 Plan provides for the issuance of stock options (including incentive stock options and nonqualified stock options), SARs, stock awards, stock units, and cash-based awards and other stock-based awards to employees, non-employee directors, and consultants and advisors of the Company or its subsidiaries.
Administration
The 2026 Plan will be administered by the Compensation Committee or such other committee as the Board may from time to time designate (the “Committee”). The Committee can delegate authority to administer the 2026 Plan to one or more subcommittees of the Committee, as it determines to be appropriate. In addition, subject to compliance with applicable laws and applicable stock exchange requirements, the Committee may delegate some or all of its authority to an executive officer, with respect to grants of awards to employees or advisors and consultants who are not executive officers or directors subject to reporting obligations under Section 16 of the Exchange Act.
The Committee will determine (1) the individuals who will receive awards under the 2026 Plan; (2) the type, size, terms and conditions of awards under the 2026 Plan; (3) when grants of awards will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability; (4) when to amend previously granted awards, subject to the limitations set forth in the 2026 Plan; (5) determine and adopt the terms and guidelines that apply to
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Bruker Proxy Statement 2025 |
individuals living outside the U.S. who receive grants under the 2026 Plan; and (6) resolve any other matters arising under the 2026 Plan.
The term “Committee” in this description of the 2026 Plan will refer to the Committee, our Board, or any subcommittee, as applicable, that has authority with respect to a specific grant.
Shares Subject to the 2026 Plan
Subject to adjustment and recycling provisions described below, the 2026 Plan authorizes the issuance or transfer of up to 12,000,000 Shares, consisting of:
In addition, Shares underlying any outstanding award granted under the 2016 Plan or the 2026 Plan that, following the Effective Date of the 2026 Plan, expires, or is terminated, surrendered or forfeited for any reason without issuance of such Shares will again be available for awards under the 2026 Plan. Subject to adjustment, as described below, the aggregate number of Shares available for issuance or transfer under the 2026 Plan pursuant to incentive stock options cannot exceed 12,000,000 Shares.
The Shares issuable under the 2026 Plan may be drawn from Shares of authorized but unissued common stock or from Shares that we acquire, including Shares purchased on the open market.
Shares surrendered in payment of an option’s exercise price, including options granted under the 2016 Plan, are not available for re-issuance under the 2026 Plan. Furthermore, Shares withheld or surrendered for payment of taxes with respect to awards, including such awards granted under the 2016 Plan, are not available for re-issuance. If SARs are granted, the full number of Shares subject to the SARs are considered issued under the 2026 Plan, without regard to the number of Shares issued upon exercise of the SARs. If grants of awards are settled in cash rather than Shares, any Shares that were previously subject to such awards will again be available for issuance or transfer under the 2026 Plan. If we repurchase the Shares on the open market with proceeds from an option’s exercise price (including options granted under the 2016 Plan), then such Shares cannot be made available for issuance under the 2026 Plan.
The number of Shares available under the 2026 Plan will not be reduced by the Shares that are issued or transferred under awards made pursuant to an assumption, substitution, or exchange for previously granted awards of a company that we acquired in a transaction. Additionally, subject to applicable stock exchange listing and Code requirements, Shares available under an acquired company’s stockholder approved plan, as adjusted, may be used by the Company for grants of awards under the 2026 Plan, and they will not reduce the 2026 Plan’s Share reserve.
Non-Employee Director Limit
Subject to adjustment, as described below, the maximum aggregate grant date value of Shares (as determined for financial reporting purposes) granted to any non-employee director in a calendar year, taken together with any cash fees earned by such non-employee director for services rendered as a non-employee director during the calendar year, cannot exceed $750,000 in total value.
Adjustments
If there is any change in the number or kind of Shares outstanding because of (i) a stock dividend, spinoff, recapitalization, stock split, reverse stock split, or combination or exchange of shares; (ii) a merger, reorganization, or consolidation; (iii) a reclassification or change in par value of Shares; or (iv) any other extraordinary or unusual event affecting the outstanding common stock as a class without the Company’s receipt of consideration, or if the value of outstanding Shares is substantially reduced because of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the Committee will equitably adjust the following:
Bruker Proxy Statement 2025 |
54 |
The Committee will make adjustments to reflect changes in the number, kind, or value or Shares issued to prevent, to the extent possible, the enlargement or dilution of rights and benefits under the 2026 Plan and for any outstanding awards, in each case subject to and consistent with applicable law. The Committee will eliminate any fractional Shares resulting from adjustment.
The Committee may also make adjustments to the terms and conditions of outstanding awards in recognition of unusual or nonrecurring events, including acquisitions and dispositions of business assets, which affect the Company, its subsidiaries or business units, or any financial statements of the Company or its subsidiaries, or in response to changes in applicable laws, regulations, or accounting principles. In the event of certain transactions that represent a change in control (as described below), the change in control provisions of the 2026 Plan apply.
Lastly, the Committee has sole discretion and authority to determine the adjustments to be made, and adjustments by the Committee are final, binding, and conclusive.
Eligibility
Employees and non-employee directors, and certain key advisors (including consultants and advisors of the Company) that provide services to us and our subsidiaries are eligible to participate in the 2026 Plan. The Committee will select which eligible services providers will receive grants of awards under the 2026 Plan. As of April 1, 2025, approximately 11,000 employees, 9 non-employee directors, and an estimated 400 consultants and advisors would have been eligible to participate in the 2026 Plan, if the 2026 Plan were in effect on such date. The Company historically has granted equity awards only to key employees above a specified grade level, which currently totals approximately 2,000 employees, and expects to continue that practice in the future under the 2026 Plan. The Company historically has not granted equity awards to consultants and advisors, and does not expect to grant equity awards to consultants and advisors under the 2026 Plan.
Vesting and Minimum Vesting Requirements
The Committee determines the vesting and exercisability terms of awards granted under the 2026 Plan and such awards will have regular vesting schedules that provide that no portion of an award will vest earlier than one year from the date of grant. However, (i) awards granted to non-employee directors will be deemed to satisfy this minimum vesting requirement if granted on the date of our annual meeting of stockholders and vest on the date of our annual meeting of stockholders immediately following the date of grant (but in any event, not less than 50 weeks), and (ii) up to 5% of the Shares reserved under the 2026 Plan as of the Effective Date (subject to adjustment described above) may be granted without regard to this minimum vesting requirement. The Committee may accelerate vesting of any award in its discretion.
Options
Under the 2026 Plan, the Committee may grant incentive stock options and nonqualified stock options. Incentive stock options may be granted to employees of the Company or any parent or subsidiary of the Company, according to Section 424 of the Code. Nonqualified stock options may be granted to employees, non-employee directors, and key advisors. The exercise price of an option granted under the 2026 Plan will be determined by the Committee but cannot be less than the fair market value of a Share on the date the option is granted. If an incentive stock option is granted to a 10% stockholder, the exercise price cannot be less than 110% of the fair market value of a Share on the date the option is granted.
The Committee will determine the term of an option, with a term limit of no more than 10 years from the date of grant. However, an incentive stock option that is granted to a 10% stockholder, cannot have a term that exceeds five years from the date of grant.
Subject to the minimum vesting requirements of the 2026 Plan, options will become exercisable according to the terms and conditions set by the Committee in the award agreement. The Committee may accelerate the exercisability of any outstanding options at any time and for any reason. The Committee will determine in the award agreement under what circumstances and during what time periods a participant may exercise an option after termination of employment or service. Any options granted to non-exempt employees cannot be exercisable for at least six months after the grant date, except as determined by the Committee.
A participant can exercise an option that has become exercisable by delivering a notice of exercise to the Company. The exercise price for any option is generally payable in cash or check. In certain circumstances, as permitted by the Committee, the exercise price may be paid by the surrender of Shares with an aggregate fair market value on the date the option is exercised equal to the exercise price; by payment through a broker in accordance with procedures established by the Federal Reserve Board; by withholding Shares subject to the exercisable option that have a fair market value on the date of exercise equal to the aggregate exercise price; or by such other method as the Committee approves.
Stock Awards
The Committee may grant stock awards of our common stock to anyone eligible under the 2026 Plan. Stock awards may be subject to restrictions as the Committee determines. The restrictions, if any, may lapse over a specified period or based on the satisfaction of pre-established criteria, as determined by the Committee, including, but not limited to, restrictions based on the achievement of performance goals. The award agreement will set the period of time during which the stock awards will be subject to restrictions, during which time a participant cannot sell, assign, transfer, pledge, or otherwise dispose of the shares of a stock award, except as permitted by the Committee.
If a participant ceases to be employed by or provide services to the Company during any restricted period, or if other specified conditions are not met, any unvested portion of the stock award will be forfeited, unless the Committee determines otherwise.
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Bruker Proxy Statement 2025 |
Unless otherwise determined by the Committee, a participant will have the right to vote and the right to receive dividends or other distributions paid on the shares, subject to any restrictions, including the achievement of performance goals, that the Committee may determine.
Stock Units
The Committee may grant stock units to anyone eligible to participate in the 2026 Plan. Stock units represent hypothetical Shares, and each represents a right that a participant has to receive a Share or amount of cash based on the common stock’s value, if and when specified conditions are met.
Stock units become payable if certain conditions or circumstances are met, including specified performance goals. The Committee may accelerate vesting or payment for any reason and at any time, provided that the acceleration complies with Section 409A of the Code. Payment for stock units can be made in Shares, cash, or any combination of the two as determined by the Committee. All unvested stock units are forfeited if the participant’s employment or service is terminated for any reason, unless the Committee determines otherwise.
Stock Appreciation Rights
The Committee may grant SARs to anyone eligible for the 2026 Plan separately or in tandem with any option. Tandem SARs for non-qualified stock options may be granted at the time an option is granted or while an option is outstanding. In the case of incentive stock options, SARs may only be granted at the time the incentive stock option is granted. The Committee will establish the base amount of the SAR at the time the SAR is granted, which will be equal to or greater than the fair market value of a Share as of the date of grant, as well as the vesting and other restrictions applicable to the exercisability of a SAR.
If a SAR is granted in tandem with an option, the number of SARs that are exercisable during a specified period will not exceed the number of Shares that the participant may purchase upon exercising the related option during such period. Upon exercising the related option, the related SARs will terminate, and upon the exercise of a SAR, the related option will terminate to the extent of an equal number of Shares. Generally, SARs may only be exercised while the participant is employed by, or providing services to, us or during an applicable period following termination. If a SAR is granted to a non-exempt employee, it may not be exercisable for at least six months after the date of grant.
When a participant exercises a SAR, the participant will receive the excess of the fair market value of the underlying common stock over the base amount of the SAR. The appreciation of a SAR will be paid in Shares, cash or both.
The term of any SAR cannot exceed 10 years from the date of grant. In the event that on the last day of the term of a SAR, the exercise is prohibited by applicable law, including a prohibition on purchases or sales of our common stock under our insider trading policy, the term of the SAR will be extended for a period of 30 days following the end of the legal prohibition, unless the Committee determines otherwise.
Cash-Based Awards and Other Stock-Based Awards
The Committee may grant cash-based awards, which are awards denominated and payable in cash rather than Shares, to anyone eligible to participate in the 2026 Plan, subject to terms and conditions set by the Committee. Likewise, the Committee may grant other stock-based awards that are based on or measured by our common stock, to anyone eligible to participate in the 2026 Plan, subject to the terms and conditions set by the Committee. Other stock-based awards are payable in cash, Shares, or a combination of the two, as determined by the Committee. The Committee may subject cash-based awards and other stock-based awards to such performance goals and/or other criteria or conditions as the Committee determines in its discretion.
Dividend Equivalents
The Committee may grant dividend equivalents in connection with stock units or other stock-based awards, either in the award agreement or at any point following the grant of the stock unit or other stock-based award. Dividends and dividend equivalents granted in connection with such an award may be paid currently or be accrued and vest and be paid only if and to the extent that the underlying award of stock units or other stock-based award is vested and paid. Dividend equivalents may be payable in cash or Shares and upon terms and conditions set by the Committee. Dividends and dividend equivalents may not be granted in connections with options or SARs.
Prohibition on Repricing
Except in connection with a corporate transaction involving the Company, the Committee may not, without obtaining stockholder approval, (i) amend the terms of any outstanding stock options or SARs to reduce the exercise price or base price, as applicable; (ii) cancel outstanding stock options or SARs in exchange for stock options or SARs with an exercise price or base price that is lower than the exercise price or base price of the original option or SAR; or (iii) cancel outstanding stock options or SARs with an exercise price or base price, as applicable, above the current stock price in exchange for cash or other securities.
Change in Control
In the event of a change in control where we are not the surviving corporation (or survive only as a subsidiary of another corporation), if outstanding grants are assumed by or replaced with grants (with respect to cash, securities or a combination thereof) that have comparable terms by the surviving corporation (or a parent or subsidiary of the surviving corporation), and, a
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participant’s employment or service to the Company is terminated without cause or for good reason (each as defined in the 2026 Plan), in each case, upon or within 24 months following a change in control, the participant’s awards become fully vested and exercisable as of the date of such termination and options shall remain exercisable for the remainder of their terms. If the vesting of any such awards is based, in whole or in part, on performance, and the applicable award agreement does not otherwise specify, the award will vest at the “target” level on a pro-rata basis for the portion of the performance period completed as of the effective date of the qualifying termination.
If there is a change in control and outstanding grants are not assumed by or replaced with grants that have comparable terms by the surviving company, unless the Committee specifies otherwise in an award agreement, then awards will become fully vested and exercisable as of the date of such change in control and options shall remain exercisable for the remainder of their terms. If the vesting of any such awards is based, in whole or in part, on performance, and the applicable award agreement does not otherwise specify, the award will vest at the “target” level on a pro-rata basis for the portion of the performance period completed as of the effective date of the qualifying termination. In this situation, the Committee may also, without a participant’s consent, take one or more of the following actions:
In general terms, a change in control under the 2026 Plan occurs when:
Deferrals
The Committee may permit or require participants to defer receipt of the payment of cash or the delivery of Shares that would otherwise be due to the participant in connection with a grant under the 2026 Plan. The Committee will establish the rules and procedures applicable to any such deferrals, consistent with the requirements of Section 409A of the Code.
Valuation
The fair market value per Share on any relevant date under the 2026 Plan will be deemed to be equal to the closing sale price per Share during regular hours trading on the relevant date on Nasdaq (or any other national securities exchange on which our common stock is at the time primarily traded). If there is no closing selling price for common stock on the date in question, then the fair market value shall be the last reported sale price during regular trading hours on the last preceding date for which a sale was reported. On April 1, 2025, the fair market value per Share of our common stock was $40.38.
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Bruker Proxy Statement 2025 |
Withholding
All awards under the 2026 Plan are subject to applicable U.S. federal (including FICA), state and local, foreign or other tax withholding requirements. We may require participants or other persons receiving or exercising awards to pay an amount sufficient to satisfy such tax withholding requirements with respect to such awards, or we may deduct from other wages and compensation paid by us the amount of any withholding taxes due with respect to such grant. We may also take any other actions that the Committee deems advisable to enable us to satisfy our withholding tax and other tax obligations with respect to any award made under the 2026 Plan.
The Committee may permit or require that our tax withholding obligation with respect to awards paid in our common stock be paid by having Shares withheld up to an amount that does not exceed the participant’s minimum applicable withholding tax rate for U.S. federal (including FICA), state and local tax liabilities, or as otherwise determined by the Committee. In addition, the Committee may, in its discretion, and subject to such rules as the Committee may adopt, allow participants to elect to have such share withholding applied to all or none of the tax withholding obligation arising in connection with any particular grant.
Transferability
Except as permitted by the Committee with respect to non-qualified stock options, only a participant may exercise rights under a grant during the participant’s lifetime. A participant cannot transfer those rights except by will or by the laws of descent and distribution or, with respect to awards other than incentive stock options, pursuant to a domestic relations order. Upon death, the personal representative or other person entitled to succeed to the rights of the participant may exercise such rights. The Committee may provide in an award agreement that a participant may transfer non-qualified stock options and stock awards to family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with applicable securities laws.
Amendment; Termination
The Board may amend or terminate the 2026 Plan at any time, except that the Board must receive stockholder approval to do so if required to comply with the Code, applicable law, or applicable stock exchange requirements.
The 2026 Plan will terminate on May 28, 2035, unless terminated earlier by the Board or unless the Board, with stockholder approval, extends the term of the 2026 Plan.
If a termination or amendment occurs after an award is made, it will not materially impair the rights of a participant with respect to the award, unless the participant consents or the Committee acts in compliance with applicable law or other exceptions set forth in the 2026 Plan.
Establishment of Sub-Plans
Our Board may from time to time establish one or more sub-plans under the 2026 Plan to satisfy applicable blue sky, securities or tax laws of various jurisdiction. The Board will establish sub-plans by setting forth the Committee’s discretionary limits under the 2026 Plan and any additional terms and conditions not otherwise inconsistent with the 2026 Plan.
Clawback
All grants of awards under the 2026 Plan will be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that the Board or Committee may implement or approve at any time, including, but not limited to the Bruker Corporation Compensation Recoupment Policy. We may offset any payments due under the 2026 Plan to a participant where repayment is required by an applicable clawback or recoupment policy, subject to applicable law.
Subject to applicable law, the Committee may provide in any award agreement that if a participant breaches any restrictive covenant obligation or agreement between the participant and us, or otherwise engages in a material violation of any rules, policies, procedures or guidelines of the Company or its subsidiaries, or otherwise engages in activities that constitute cause either while employed by, or providing services to, us or within a specified period thereafter, all awards held by the participant will terminate, and we may rescind any exercise of an option or SAR and the vesting of any other award and delivery of Shares upon such exercise or vesting, as applicable on such terms as the Committee will determine, including the right to require that in the event of any rescission:
Payment by the participant will be made in such manner and on such terms and conditions as may be required by the Committee. We will be entitled to set off against the amount of any such payment any amounts that we otherwise owe to the participant.
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Certain Federal Income Tax Aspects
The following is a summary of certain federal income tax consequences of awards under the 2026 Plan. It does not purport to be a complete description of all applicable rules, and those rules (including those summarized here) are subject to change.
Options
An optionee generally will not recognize taxable income upon the grant of a non-statutory option. Rather, at the time of exercise of the option, the optionee will recognize ordinary income for income tax purposes in an amount equal to the excess, if any, of the fair market value of the Shares purchased over the exercise price. We generally will be entitled to a tax deduction at such time and in the same amount, if any, that the optionee recognizes as ordinary income. The optionee’s tax basis in any Shares received upon the exercise of an option will be the fair market value of the Shares on the date of exercise, and if the Shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such Shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the Shares are a capital asset of the optionee) depending upon the length of time such Shares were held by the optionee.
Incentive stock options are eligible for favorable U.S. federal income tax treatment if certain requirements are satisfied. An incentive stock option must have an option price that is not less than the fair market value of the stock at the time the option is granted and must be exercisable within 10 years from the date of grant. An employee granted an incentive stock option generally does not realize compensation income for U.S. federal income tax purposes upon the grant of the option. At the time of exercise of an incentive stock option, no compensation income is realized by the optionee other than tax preference income for purposes of the federal alternative minimum tax on individual income. If the Shares acquired on exercise of an incentive stock option are held for at least two years after grant of the option and one year after exercise, the excess of the amount realized on the sale over the exercise price will be taxed as capital gain. If the Shares acquired on exercise of an incentive stock option are disposed of within less than two years after grant or one year of exercise, the optionee will realize taxable compensation income equal to the lesser of (i) the excess of the fair market value of the Shares on the date of exercise over the option price or (ii) the excess of the amount realized on the sale over the option price. Any additional amount realized will be taxed as capital gain.
Stock Awards
A participant generally will not be taxed upon the grant of stock awards subject to restrictions, but rather will recognize ordinary income in an amount equal to the fair market value of the Shares at the time the Shares are no longer subject to a “substantial risk of forfeiture” (within the meaning of the Code). We generally will be entitled to a deduction at the time when, and in the amount that, the participant recognizes ordinary income on account of the lapse of the restrictions. A participant’s tax basis in the Shares will equal their fair market value at the time the restrictions lapse, and the participant’s holding period for capital gains purposes will begin at that time. Any cash dividends paid on the restricted stock before the restrictions lapse will be taxable to the participant as additional compensation (and not as dividend income). Under Section 83(b) of the Code, a participant may elect to recognize ordinary income at the time the Shares of stock are awarded in an amount equal to their fair market value at that time, notwithstanding the fact that such Shares of stock are subject to restrictions and a substantial risk of forfeiture. If such an election is made, no additional taxable income will be recognized by such participant at the time the restrictions lapse, the participant will have a tax basis in the Shares equal to their fair market value on the date of their award, and the participant’s holding period for capital gains purposes will begin at that time. We generally will be entitled to a tax deduction at the time when, and to the extent that, ordinary income is recognized by such participant.
Stock Units
In general, the grant of stock units will not result in income for the participant or in a tax deduction for us. Upon the settlement of such an award in cash or shares, the participant will recognize ordinary income equal to the aggregate value of the payment received, and we generally will be entitled to a tax deduction at the same time and in the same amount.
Stock Appreciation Rights
A participant who is granted a SAR generally will not recognize ordinary income upon receipt of the SAR. Rather, at the time of exercise of such SAR, the participant will recognize ordinary income for U.S. federal income tax purposes in an amount equal to the value of any cash received and the fair market value on the date of exercise of any Shares received. We generally will be entitled to a tax deduction at such time and in the same amount, if any, that the participant recognizes as ordinary income. The participant’s tax basis in any Shares received upon exercise of a SAR will be the fair market value of the Shares on the date of exercise, and if the Shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such Shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the Shares are a capital asset of the participant) depending upon the length of time such Shares were held by the participant.
Cash-Based Awards and Other Stock-Based Awards
With respect to cash-based awards and other stock-based awards granted under the 2026 Plan, generally when the participant receives payment with respect to an award, the amount of cash and/or the fair market value of any Shares or other property received will be ordinary income to the participant, and we generally will be entitled to a tax deduction at the same time and in the same amount.
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Bruker Proxy Statement 2025 |
Impact of Section 409A
Section 409A of the Code applies to deferred compensation, which is generally defined as compensation earned currently, the payment of which is deferred to a later taxable year. Awards under the 2026 Plan are intended to be exempt from the requirements of Section 409A or to satisfy its requirements. An award that is subject to Section 409A and fails to satisfy its requirements will subject the holder of the award to immediate taxation, interest and an additional 20% tax on the vested amount underlying the award.
Section 162(m) of the Code
Section 162(m) of the Code generally disallows a tax deduction to a publicly held company for compensation in excess of $1 million paid to its “covered employees” which generally includes all named executive officers. While the Committee considers the tax deductibility of each element of executive compensation as a factor in our overall compensation program, the Committee retains the discretion to approve compensation that may not qualify for the compensation deduction.
New Plan Benefits
Future benefits under the 2026 Plan generally will be granted at the discretion of the Committee and are therefore not currently determinable. Because future grants of awards under the 2026 Plan, if approved, would be subject to the discretion of the Board or Committee, the amount and terms of future awards to particular participants or groups of participants are not determinable at this time. No awards have been previously granted that are contingent on the approval of the 2026 Plan.
The Board recommends that the stockholders vote “FOR” the approval of the 2026 Plan as set forth in this Proxy Statement for the Annual Meeting
Bruker Proxy Statement 2025 |
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OTHER INFORMATION
Stockholder Communications
The Board will give appropriate attention to written communications that are submitted by stockholders and will respond as it deems appropriate. J. Brent Alldredge, Secretary of Bruker, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries of such communications to the directors as he considers appropriate.
Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that Mr. Alldredge considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we may receive repetitive or duplicative communications.
Stockholders who wish to send communications on any topic to the Board or an individual director should address such communications to J. Brent Alldredge, Secretary, at Bruker Corporation, 40 Manning Road, Billerica, MA 01821.
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries, such as brokers or other nominees, to satisfy delivery requirements for annual reports and proxy statements with respect to two or more stockholders sharing the same address by delivering a single annual report and/or proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. We and some brokers or other nominees’ household annual reports and proxy materials, delivering a single annual report and/or proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.
Once you have received notice from your broker, other nominee or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. You may request to receive at any time, and we will then promptly deliver, a copy of our annual report or proxy statement, by sending a written request to us at: Bruker Corporation, Attn: Secretary, 40 Manning Road, Billerica, Massachusetts 01821 or calling us at: 1-978-313-5800.
If, at any time, (1) you no longer wish to participate in householding and would prefer to receive a separate annual report and/or proxy statement in the future or (2) you and another stockholder sharing the same address wish to participate in householding and prefer to receive a single copy of our annual report and/or proxy statement, please notify your broker or other nominee if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to us at: Bruker Corporation, Attn: Secretary, 40 Manning Road, Billerica, Massachusetts 01821 or calling us at: 1-978-313-5800.
Time for Submission of Stockholder Proposals
Pursuant to Rule 14a-8 under the Exchange Act, stockholders may submit proposals for inclusion in Bruker’s Proxy Statement and for consideration at the next annual meeting of its stockholders by submitting their proposals to in writing to J. Brent Alldredge, Secretary, at Bruker Corporation, 40 Manning Road, Billerica, MA 01821 in a timely manner.
In order to submit a proposal for inclusion in the proxy materials for the 2026 Annual Meeting of Stockholders, a stockholder must do so in accordance the procedures set forth in Rule 14a-8 of the Exchange Act. To be eligible for inclusion, stockholder proposals must be received by us no later than December 12, 2025, the 120th day prior to the first anniversary of the date on which this Proxy Statement was first mailed to our stockholders.
Additionally, under our Amended and Restated Bylaws, no business may be brought before an annual meeting unless it is specified in the notice of meeting by or at the direction of the Board or by a stockholder entitled to vote who has delivered notice to J. Brent Alldredge, Secretary, at Bruker Corporation, 40 Manning Road, Billerica, MA 01821 (containing certain information specified in the Amended and Restated Bylaws) not less than 90 or more than 120 days prior to the first anniversary of the preceding year’s annual meeting (i.e., with respect to the 2026 Annual Meeting, no earlier than January 29, 2026 and no later than February 28, 2026).
In addition to satisfying the foregoing advance notice requirements under our Amended and Restated Bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s director nominees must provide notice that includes the information required by Rule 14a-19 under the Exchange Act no later than March 30, 2026, which is 60 days prior to the anniversary date of the 2025 Annual Meeting date.
Other Matters
Management knows of no matters which may properly be and are likely to be brought before the meeting other than the matters discussed in this Proxy Statement. However, if any other matters properly come before the meeting, the persons named in the enclosed proxy will vote in accordance with their best judgment.
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Bruker Proxy Statement 2025 |
Annual Report
A copy (without exhibits) of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, is included in the 2024 Annual Report provided to stockholders with this Proxy Statement. We will provide an additional copy of the 2024 Annual Report (without exhibits) to any stockholder, without charge, upon written request of such stockholder. Such requests should be addressed to the attention of Investor Relations at Bruker Corporation, 40 Manning Road, Billerica, Massachusetts 01821.
By order of the Board |
|
Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer |
Bruker Proxy Statement 2025 |
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APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES
Our Company reports its financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, we believe that certain non-GAAP financial measures provide additional clarity in understanding our results of operations and trends as follows:
Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our company’s reported results prepared in accordance with GAAP.
Additional information regarding our use of other non-GAAP financial measures, including how we define and calculate such non-GAAP financial measures, is included beginning on page 39 under Part II, Item 7— Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025.
Below is a reconciliation of GAAP and Non-GAAP financial measures found on pages 24 through 27.
|
|
2024 |
|
2023 |
Operating Profit |
|
$253.1 |
|
$436.9 |
Non-GAAP Adjustments: |
|
|
|
|
Restructuring Costs |
|
24.7 |
|
22.3 |
Acquisition-Related Costs |
|
76.0 |
|
19.3 |
Purchased Intangible Amortization |
|
99.1 |
|
47.1 |
Acquisition-related litigation charges |
|
46.0 |
|
0.0 |
Other Costs |
|
19.1 |
|
20.7 |
Total Non-GAAP Adjustments |
|
264.9 |
|
109.4 |
Non-GAAP Operating Profit |
|
$518.0 |
|
$546.3 |
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Bruker Proxy Statement 2025 |
|
|
2024 |
|
2023 |
GAAP EPS (Diluted) |
|
$0.76 |
|
$2.90 |
Non-GAAP Adjustments: |
|
|
|
|
Restructuring Costs |
|
0.17 |
|
0.15 |
Acquisition-Related Costs |
|
0.51 |
|
0.13 |
Purchased Intangible Amortization |
|
0.66 |
|
0.32 |
Acquisition-related litigation charges |
|
0.31 |
|
— |
Other Costs |
|
0.13 |
|
0.14 |
Bargain purchase gain (loss) and associated measurement period adjustments |
|
0.05 |
|
(0.98) |
Investments related adjustments |
|
0.16 |
|
0.10 |
Tax effect of above Non-GAAP adjustments |
|
(0.36) |
|
(0.17) |
Equity in income (losses) of unconsolidated investees, net of tax |
|
0.01 |
|
(0.01) |
Noncontrolling interests related to non-GAAP adjustments |
|
0.01 |
|
— |
Total Non-GAAP Adjustments |
|
1.65 |
|
(0.32) |
Non-GAAP EPS (Diluted) |
|
$2.41 |
|
$2.58 |
Bruker Proxy Statement 2025 |
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APPENDIX B: 2026 INCENTIVE COMPENSATION PLAN
BRUKER CORPORATION
2026 INCENTIVE COMPENSATION PLAN
Effective as of the Effective Date, the Bruker Corporation 2026 Incentive Compensation Plan (as may be amended from time to time, the “Plan”) is hereby established.
The purpose of the Plan is to provide employees of Bruker Corporation, a Delaware corporation (together with its successors, the “Company”), and its subsidiaries, certain consultants and advisors who perform services for the Company or its subsidiaries, and non-employee members of the Board, with the opportunity to receive grants of equity awards in the form of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units, and other stock-based awards or cash-based awards. Capitalized terms used in the Plan and not otherwise defined herein shall have the meaning assigned to them in Section 2.
The Company believes that the Plan will encourage the Participants to contribute materially to the growth of the Company, thereby benefiting the Company’s stockholders, and will align the economic interests of the Participants with those of the stockholders.
The Plan is intended to replace the Prior Plan. No additional grants shall be made under the Prior Plan on or after the Effective Date. Outstanding grants under the Prior Plan shall continue in effect according to their terms.
The following terms shall have the meanings set forth below:
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Bruker Proxy Statement 2025 |
The Committee may modify the definition of Change in Control for a particular Award as the Committee deems appropriate to comply with Section 409A of the Code or otherwise. Notwithstanding the foregoing, if an Award constitutes deferred compensation subject to Section 409A of the Code and the Award provides for payment upon a Change in Control, then, for purposes of such payment provisions, no Change in Control shall be deemed to have occurred upon an event described in items (i) – (iv) above unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Section 409A of the Code.
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The Committee may grant Options to an Employee, Non-Employee Director or Key Advisor upon such terms as the Committee deems appropriate. The following provisions are applicable to Options:
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The Committee may issue or transfer shares of Company Stock to an Employee, Non‑Employee Director or Key Advisor under a Stock Award, upon such terms as the Committee deems appropriate. The following provisions are applicable to Stock Awards:
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Bruker Proxy Statement 2025 |
The Committee may grant Stock Units, each of which shall represent one hypothetical share of Company Stock, to an Employee, Non-Employee Director or Key Advisor upon such terms and conditions as the Committee deems appropriate. The following provisions are applicable to Stock Units:
The Committee may grant SARs to an Employee, Non‑Employee Director or Key Advisor separately or in tandem with any Option. The following provisions are applicable to SARs:
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The Committee may grant Cash-Based Awards, which are awards denominated in cash rather than shares of Company Stock and payable in cash, to any Employee, Non-Employee Director or Key Advisor, on such terms and conditions as the Committee shall determine. The Committee may grant Other Stock-Based Awards, which are awards (other than those described in Sections 7, 8, 9 and 10 of the Plan) that are based on or measured by Company Stock and may be payable in cash, Company Stock or any combination of the foregoing, to any Employee, Non-Employee Director or Key Advisor, on such terms and conditions as the Committee shall determine. Subject to Section 4(b), Cash-Based Awards and Other Stock-Based Awards may be awarded subject to the achievement of Performance Goals or other criteria or other conditions, as the Committee shall determine.
The Committee may grant Dividend Equivalents in connection with Stock Units or Other Stock-Based Awards in an applicable Award Agreement or at any point following the grant of such Award. Dividend Equivalents may be paid currently or accrued as contingent cash obligations and may be payable in cash or shares of Company Stock, and upon such terms and conditions as the Committee shall determine. For the avoidance of doubt, dividends or Dividend Equivalents shall not be granted in connection with Options or SARs.
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Bruker Proxy Statement 2025 |
The Committee may permit or require a Participant to defer receipt of the payment of cash or the delivery of shares that would otherwise be due to such Participant in connection with any Award. If any such deferral election is permitted or required, the Committee shall establish rules and procedures for such deferrals and may provide for interest or other earnings to be paid on such deferrals. The rules and procedures for any such deferrals shall be consistent with applicable requirements of Section 409A of the Code.
No Company Stock shall be issued or transferred in connection with any Award hereunder unless and until all legal requirements applicable to the issuance or transfer of such Company Stock have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any Award made to any Participant hereunder on such Participant’s undertaking in writing to comply with such restrictions on the Participant’s subsequent disposition of such shares of Company Stock as the Committee shall deem necessary or advisable, and certificates, or electronic book entry equivalents, representing such shares may be legended to reflect any such restrictions. Certificates, or electronic book entry equivalents, representing shares of Company Stock issued under the Plan may be subject to such stop-transfer orders and other restrictions as may be required by applicable
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laws, regulations and interpretations, including any requirement that a legend be placed thereon. No Participant shall have any right as a stockholder with respect to Company Stock covered by an Award until shares have been issued to the Participant.
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