DEF 14A of Bruker Corp, Apr 19, 2024

DEF 14A of Bruker Corp

Filed Apr 19, 2024 · FY20230000950170-24-046045

Open on EDGAR

  1. 2024 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT TABLE OF CONTENTS

    | Potential Payments upon Termination or Change-in-Control | 40 | | Pay Ratio Disclosure | 41 | | Pay Versus Performance Disclosure | 42 | | Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) | 44 | | Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income | 44 | | Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Non-GAAP Diluted EPS | 45 | | Tabular List of the Most Important Financial Performance Measures | 45 | | RELATED PERSONS TRANSACTIONS | 46 | | Review and Approval of Transactions with Related Persons | 46 | | 2023 Transactions with Related Persons | 46 | | DELINQUENT SECTION 16(A) REPORTS | 47 | | AUDIT COMMITTEE REPORT | 48 | | PROPOSAL NO. 2 ADVISORY VOTE ON THE 2023 COMPENSATION OF NAMED EXECUTIVE OFFICERS | 49 | | PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 50 | | Independent Registered Public Accounting Firm | 50 | | Audit Committee Pre-Approval Policies and Procedures | 50 | | OTHER INFORMATION | 52 | | Stockholder Communications | 52 | | Householding of Proxy Materials | 52 | | Time for Submission of Stockholder Proposals | 52 | | Other Matters | 52 | | Annual Report | 53 | | APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES | 54 |

  2. ELECTION OF DIRECTORS

    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, four Class I directors serving terms expiring at our Annual Meeting of Stockholders in 2025 and three Class III directors serving terms expiring at the 2024 Annual Meeting. The three current Class III directors whose terms expire at our 2024 Annual Meeting of Stockholders are William A. Linton, Ph.D., Adelene Q. Perkins and Robert J. Rosenthal, Ph.D. The first proposal on the agenda for the 2024 Annual Meeting is the election of William A. Linton, Ph.D., Adelene Q. Perkins and Robert J. Rosenthal, Ph.D. to serve as Class III directors for three-year terms beginning at the 2024 Annual Meeting and ending at our Annual Meeting of Stockholders in 2027, or in each case, until a successor has been duly elected and qualified. Each of Drs. Linton and Rosenthal and Ms. Perkins is currently serving as a Class III 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 2024 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 III. 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 William A. Linton, Ph.D., Adelene Q. Perkins and Robert J. Rosenthal, Ph.D. to serve as Class III directors.

  3. ELECTION OF DIRECTORS

    | 3 | Bruker Proxy Statement 2024 |

  4. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  5. Certain Information Regarding Directors and Nominees

    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.

  6. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting

    Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting

  7. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting

    | | William A. Linton, Ph.D. | Age 76 | Director Since 2000 | | | 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. | | |

  8. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting

    | | Adelene Q. Perkins | Age 64 | Director Since 2017 | | | Ms. Perkins currently serves as Chief Executive Officer of Infinity Pharmaceuticals, Inc. (Ticker: INFI), or Infinity, a publicly traded clinical- stage biopharmaceutical company, a position she has held since January 2010. Ms. Perkins also has served as Chair of Infinity’s board of directors since November 2012. Within Infinity, Ms. Perkins served as President and Chief Business Officer from October 2008 through December 2009, and as Executive Vice President and Chief Business Officer from June 2002 to October 2008. Prior to her time at Infinity, Ms. Perkins served as Vice President of Business and Corporate Development of TransForm Pharmaceuticals, Inc. (a privately held specialty pharmaceutical company) from 2000 to 2008. From 1992 to 1999, she held various positions at Genetics Institute (now a unit of Pfizer Inc.), and from 1985 to 1992, she was with the management consulting firm, Bain & Company. Ms. Perkins currently serves on the boards of directors of the Massachusetts General Hospital, of BIO (Biotechnology Industry Organization), of the Massachusetts Biotechnology Council and of two biotechnology industry trade organizations. She is also the Vice Chairman of the board of Project Hope, a not-for-profit social service agency. She previously served on the board of Padlock Therapeutics, Inc. (a privately held biotechnology company), prior to its acquisition by Bristol-Myers Squibb Company in 2016. 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 more than 30 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. | | |

  9. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting

    | | Robert J. Rosenthal, Ph.D. | Age 67 | Director Since 2015 | | | Dr. Rosenthal serves as Chairman of the Board of Taconic Biosciences, Inc., a privately held provider of research models for the pharmaceutical and biotech industry, where from 2014 to 2018 he also served as Chief Executive Officer. 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. Dr. Rosenthal has also been a member since 2019 of the board of directors of InVivo Therapeutics, a publicly traded company focused on research related to spinal cord injuries. 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. | | |

  10. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting

    | Bruker Proxy Statement 2024 | 4 |

  11. Directors Continuing in Office until the 2025 Annual Meeting

    Directors Continuing in Office until the 2025 Annual Meeting

  12. Directors Continuing in Office until the 2025 Annual Meeting

    | | Bonnie H. Anderson | Age 66 | 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 on our Compensation Committee. | | |

  13. Directors Continuing in Office until the 2025 Annual Meeting

    | | Frank H. Laukien, Ph.D. | Age 64 | 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 was elected as a governing trustee of the Dana Farber Cancer Institute in 2023, and was 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, Dr. Laukien was 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 three companies where Bruker has minority investments: Tome Biosciences, Mercy Bio, and Circle Labs. 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 the Harvard University in the Department of Chemistry and Chemical Biology, and this appointment has been extended for 2024. At Harvard, Dr. Laukien participates in the Harvard Origins of Life Initiative, and is a co-founder of the Galileo Project at the Center for Astrophysics. From 2021 to 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 venture companies in therapeutics and space exploration, which are both outside of Bruker’s strategic scope. Dr. Laukien is the author of two scholarly books, titled ‘‘Active Biological Evolution’’ (2022), and ‘‘Origins & Evolution’’ (2024). As our largest stockholder and based on his long history of leading 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. | | |

  14. Directors Continuing in Office until the 2025 Annual Meeting

    | | John Ornell | Age 66 | 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. | | |

  15. Directors Continuing in Office until the 2025 Annual Meeting

    | | Richard A. Packer | Age 66 | Director Since 2007 | | | Mr. Packer is a Primary Executive Officer of Asahi Kasei Corporation and leader of Asahi Kasei’s healthcare business unit. Mr. Packer also serves as the non-executive Chairman of ZOLL Medical Corporation, a manufacturer of resuscitation devices and related software solutions 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 1996 until his appointment as Chairman and Chief Executive Officer in 1999, Mr. Packer served as ZOLL’s President, Chief Operating Officer and director. From 1992 to 1996, he served as Vice President of Operations of ZOLL and also served as Chief Financial Officer and Head of North American Sales of ZOLL from 1995 to 1996. Prior to joining ZOLL, Mr. Packer served for five years as Vice President of various functions for Whistler Corporation, a consumer electronics company. Before joining Whistler in 1987, 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. 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 Nominating & Governance Committee and our Compensation Committee. | | |

  16. Directors Continuing in Office until the 2025 Annual Meeting

    | 5 | Bruker Proxy Statement 2024 |

  17. Directors Continuing in Office until the 2026 Annual Meeting

    Directors Continuing in Office until the 2026 Annual Meeting

  18. Directors Continuing in Office until the 2026 Annual Meeting

    | | Cynthia M. Friend, Ph.D. | Age 69 | 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. | | |

  19. Directors Continuing in Office until the 2026 Annual Meeting

    | | Philip Ma, Ph.D. | Age 59 | Director Since 2022 | | | Dr. Ma is the Chief Executive Officer, Founder and a Director of PrognomiQ, Inc., a privately held healthcare company. Prior to founding PrognomiQ, Dr. Ma served as Chief Business Officer and President of Seer, Inc., a publicly traded healthcare company which he co- founded, from September 2017 to June 2020, and as Chief Business Officer and Executive Vice President, Corporate and Business Development from June 2020 to October 2020. Dr. Ma remains a strategic advisor to Seer. Prior to his time at Seer, Dr. Ma served as Vice President, Digital Health Technology and Data Services at Biogen, Inc., a publicly traded biotechnology company, from October 2015 to April 2017. Previously, Dr. Ma served as a Director and Senior Partner at McKinsey & Company, a global management consulting firm, from July 1994 to May 2015. Dr. Ma holds a Bachelor of Arts Degree in Biochemistry from Harvard College, a Master of Philosophy Degree from Oxford University, where he was a Rhodes Scholar, and a Ph.D. in Biology from the Massachusetts Institute of Technology, where he was a macromolecular crystallographer. Dr. Ma brings to the Board a wealth of experience in life science, multiomics technology, cancer biomarker diagnostics and the global biopharmaceutical business. | | |

  20. Directors Continuing in Office until the 2026 Annual Meeting

    | | Hermann F. Requardt, Ph.D. | Age 69 | 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 has served as non-executive director of Sphere Medical Ltd., Cambridge, United Kingdom since 2018. 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. | | |

  21. Directors Continuing in Office until the 2026 Annual Meeting

    | Bruker Proxy Statement 2024 | 6 |

  22. DIRECTOR COMPENSATION

    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 or Board committees.

  23. Components of Director Compensation

    Components of Director Compensation In 2023, non-employee director compensation was:

  24. Components of Director Compensation

    | | 2023 Director Cash Compensation ($) | | Board Service | 66,000 | | 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 | 20,000 |

  25. Components of Director Compensation

    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 $140,000, which vests in full on the first anniversary of the grant date. On January 5, 2023, we granted each non-employee director an annual equity award consisting of 1,970 RSUs, which vested in full on January 5, 2024. 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, 2023. The compensation we pay to Dr. Laukien, our President and Chief Executive Officer, is shown in the Summary Compensation Table on page 35 of this Proxy Statement.

  26. Components of Director Compensation

    | 2023 Director Compensation Table(2) | | | | | Name | Fees Earned or Paid in Cash ($) | Equity Awards(1) ($) | Total ($) | | Bonnie H. Anderson | 79,639 | 140,008 | 219,647 | | Cynthia M. Friend | 76,819 | 140,008 | 216,827 | | Marc A. Kastner | 39,000 | 140,008 | 179,008 | | William A. Linton | 91,000 | 140,008 | 231,008 | | Philip Ma | 66,000 | 140,008 | 206,008 | | John A. Ornell | 101,000 | 140,008 | 241,008 | | Richard A. Packer | 87,308 | 140,008 | 227,316 | | Adelene Q. Perkins | 84,000 | 140,008 | 224,008 | | Hermann F. Requardt | 79,000 | 140,008 | 219,008 | | Robert J. Rosenthal | 84,000 | 140,008 | 224,008 |

  27. Components of Director Compensation

    (1) Reported amounts reflect the grant date fair value of RSUs granted to each director in 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculations of these amounts may be found in Note 2 to our 2023 audited financial statements included in our Annual Report on Form 10-K filed with the SEC on February 29, 2024. The actual amount realized by the director will likely vary based on a number of factors, including our performance, stock price fluctuations and applicable vesting. Dr. Marc Kastner retired from the Board of Bruker Corporation effective at the 2023 Annual Meeting of Stockholders.

  28. Components of Director Compensation

    | Bruker Proxy Statement 2024 | 12 |

  29. Components of Director Compensation

    As of December 31, 2023, our non-employee directors held the following aggregate vested and unvested options to purchase Common Stock and unvested RSUs:

  30. Components of Director Compensation

    | Name | Number of Vested Options | Number of Unvested Options | Number of Unvested RSUs | | Bonnie H. Anderson | — | — | 1,970 | | Cynthia M. Friend | 7,500 | — | 1,970 | | William A. Linton | 52,000 | — | 1,970 | | Philip Ma | — | — | 1,970 | | John A. Ornell | 15,000 | — | 1,970 | | Richard A. Packer | 52,000 | — | 1,970 | | Adelene Q. Perkins | — | — | 1,970 | | Hermann F. Requardt | 15,000 | — | 1,970 | | Robert J. Rosenthal | 12,500 | — | 1,970 |

  31. Components of Director Compensation

    | 13 | Bruker Proxy Statement 2024 |

  32. 2023 Executive Compensation Actions

    ranged from 102.2% to 121.8% of the combined financial and individual performance targets, as described in greater detail below under the heading “Cash Inventive Plans and Review of 2023 Performance.” Long-Term Incentive Awards. In 2023, the Compensation Committee approved long-term incentive awards to our named executive officers, including awards of stock options and RSUs, which vest ratably over four years from the date of grant. Our Compensation Committee selected time-based awards for our long-term incentives as an appropriate complement to the strong performance component of our short-term incentive awards. The 2023 award detail can be found below under the heading “2023 Long-Term Incentive Awards.” 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. ■ Premium Priced Options – Chief Executive Officer. Options granted to Dr. Laukien, our Chief Executive Officer, are exercisable upon vesting at a price equal to 110% of the closing price of our Common Stock on the grant date and expire on the fifth anniversary of the grant date. We believe that granting options to Dr. Laukien that have an exercise price in excess of the fair market value on the grant date further incentivizes him to deliver positive return to stockholders.

  33. Key Considerations in Setting Compensation

    | 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. |

  34. Key Considerations in Setting Compensation

    | 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. |

  35. Key Considerations in Setting Compensation

    | 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 ESG. | | 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. |

  36. Role of the Compensation Committee

    | 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 |

  37. Role of Compensation Consultants

    Role of Compensation Consultants The Compensation Committee has retained Aon as the compensation consultant for 2023. The consultant 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 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 2023 included the 2023 CEO pay ratio analysis and preparation of the Pay Versus Performance disclosures and general feedback on this Proxy Statement. The Compensation Committee considers input from the consultant as one factor 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, 2023, total fees paid to Aon were $381,286 for compensation related services and $444,950 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 2023 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.

  38. Peer Group Review and Market Data

    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 2023 compensation evaluations, the Compensation Committee reviewed its existing peer group and determined that National Instruments should be removed due to their pending acquisition by Emerson Electric Co. and KLA should also be removed as the company is significantly above the revenue and market value criteria in comparison to Bruker. 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 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 2023, at the time Aon compiled data for the peer group companies, the companies in our selected peer group ranged in size:

  39. Peer Group Review and Market Data

    | 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 |

  40. Peer Group Review and Market Data

    | Bruker Proxy Statement 2024 | 22 |

  41. Peer Group Review and Market Data

    The peer group considered by the Compensation Committee for its evaluation of 2023 executive compensation levels and practices included:

  42. Peer Group Review and Market Data

    | ■ Agilent Technologies Inc. | ■ MKS Instruments, Inc. | | ■ Bio-Rad Laboratories, Inc. | ■ Onto Innovation | | ■ Bio-Techne Corporation | ■ OSI Systems, Inc. | | ■ Charles River Laboratories International, Inc. | ■ Revvity, Inc. | | ■ Entegris, Inc. | ■ Teradyne, Inc. | | ■ Haemonetics Corporation | ■ Waters Corporation | | ■ Integra LifeSciences Holding Corporation | ■ Watts Water Technologies, Inc. | | ■ Mettler Toledo International Inc. | |

  43. Peer Group Review and Market Data

    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 2023 compensation packages.

  44. Peer Group Review and Market Data

    | 23 | Bruker Proxy Statement 2024 |

  45. Components of Named Executive Officer Compensation

    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.

  46. Cash Incentive Plans and Review of 2023 Performance

    Cash Incentive Plans and Review of 2023 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 2023 ICP goal total achievement for named executive officers was as follows: ■ Total achievement ranged from 102.2% to 121.8%. ■ Financial achievement ranged from 107.1% to 127.3%. ■ Individual achievement ranged from 83.8% to 108.8%. 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 2023 accounting for, in the aggregate, 70% of the target award potential and the individual goals in 2023 accounting for, in the aggregate, 30% of the total incentive award potential. In 2023, the Compensation Committee established our named executive officers’ 2023 ICPs as follows: ■ At the beginning of the year, the Compensation Committee set individual target awards for each named executive officer, expressed as a percentage of base salary, based on the named executive officer’s level of responsibility and upon a review of management recommendations, compensation information from our peer group and survey market data for comparable positions. ■ Also at the beginning of the year, the Compensation Committee established performance measures and goals for the ICPs, which included the financial and strategic metrics being assessed, performance thresholds and targets, weightings and due dates for each metric. The Compensation Committee also approved the named executive officers’ individual performance goals. After the close of the year, the Compensation Committee received a report from management regarding Company,

  47. Cash Incentive Plans and Review of 2023 Performance

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  48. Cash Incentive Plans and Review of 2023 Performance

    operating Group and individual performance against the pre-established performance goals of the ICPs. Actual awards for 2023 were approved based on each named executive officer’s individual award target percentage and the overall Company, Group and/or individual performance relative to the specific performance goal, in each case as determined by the Compensation Committee. 2023 ICP Structure and Metrics. The basic structure and metrics of the 2023 cash incentive plans established for our executive officers are summarized as follows:

  49. Cash Incentive Plans and Review of 2023 Performance

    | 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 |

  50. Cash Incentive Plans and Review of 2023 Performance

    | ✓ Individual strategic and organizational objectives | ✓ Individual strategic and organizational objectives | 0 - 125%, subject to adjustment at the discretion of the Compensation Committee |

  51. Cash Incentive Plans and Review of 2023 Performance

    Setting Incentive Target Levels. The following table summarizes the 2023 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.

  52. Cash Incentive Plans and Review of 2023 Performance

    | 2023 Cash Incentive Targets | | | | | | | % of Base Salary at Target Achievement | % of Total Potential Cash Compensation at Target Achievement | | Dr. Laukien | 1,314,592 | 140% | 58% | | Mr. Herman | 429,489 | 70% | 41% | | Dr. Busse | 277,086(1) | 60% | 38% | | Dr. Munch | 457,086 | 65% | 39% | | Mr. Srega | 295,607(2) | 65% | 39% |

  53. Cash Incentive Plans and Review of 2023 Performance

    (1) Amount represents the U.S. Dollar equivalent value of Dr. Busse’s cash incentive target (CHF 255,945), based on a conversion rate of CHF 1:$1.0826 as of February 16, 2023. (2) Amount represents the U.S. Dollar equivalent value of Mr. Srega’s cash incentive target (€276,476), based on a conversion rate of €1:$1.0692 as of February 16, 2023. When setting individual target incentive levels for 2023 ICPs, the Compensation Committee reviewed, for each named executive officer, individual target awards applicable in 2023, the total cash compensation established for 2023 and the projected cash compensation for 2023, 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 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, 2022 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 2023 (with exception of working capital, 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. While there is no maximum payout for any single financial goal, the

  54. Cash Incentive Plans and Review of 2023 Performance

    | Bruker Proxy Statement 2024 | 26 |

  55. Cash Incentive Plans and Review of 2023 Performance

    combined 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.

  56. Cash Incentive Plans and Review of 2023 Performance

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  57. 2023 Cash Incentive Award Payout Determinations

    2023 Cash Incentive Award Payout Determinations DR. FRANK H. LAUKIEN AND MR. GERALD N. HERMAN: 2023 Financial Performance Goals (70% of Target Bonus Potential) As the CEO and CFO, respectively, of the Company, Dr. Laukien’s and Mr. Herman’s 2023 ICPs financial performance goals were tied to corporate financial performance goals that focused on generating revenue growth, improving efficiency and profitability, and reducing our working capital ratio. As a result, the cash incentive award payouts earned by each of Dr. Laukien and Mr. Herman for the financial performance portion of his 2023 ICP opportunity was equal to approximately 127.3% of his cash incentive target linked to financial performance goals, or approximately 89.1% of his total cash incentive target. Bruker’s overall 2023 financial performance did not achieve certain business plan targets primarily due to underlying market conditions and supply chain constraints.

  58. 2023 Cash Incentive Award Payout Determinations

    | 2023 Corporate Level Performance Goals(1) | Weighting | 2023 Performance(1) | % Of Incentive Goal Achieved | | ■ $436.6 Million Currency Adjusted Revenue Growth | 15 % | $444.8 million increase in Currency-Adjusted Revenue | 101.9 % | | ■ $65.4 Million Non-GAAP Operating Profit Improvement (adjusted for acquisition and restructuring charges) | 20 % | $74.7 million increase in Non-GAAP Operating Profit | 114.1 % | | ■ $0.021 Reduction in Working Capital Ratio (adjusted for acquisition and restructuring charges) | 20 % | $0.034 reduction in Working Capital Ratio | 159.0 % | | ■ $0.32 Increase in Non-GAAP Earnings Per Share (adjusted for acquisition and restructuring charges) | 15 % | $0.41 increase in Non-GAAP Earnings Per Share | 128.1 % | | Total | 70 % | | 127.3 % |

  59. 2023 Cash Incentive Award Payout Determinations

    (1) Represents a non-GAAP financial measure. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures and additional information about non-GAAP financial measures. 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 2023 ICPs are described below.

  60. Mr. Herman

    | 2023 Bruker BioSpin Group Performance Goals(1) | Weighting | 2023 Performance(1) | % Of Incentive Goal Achieved | | ■ $82.4 Million Bruker BioSpin Currency-Adjusted Revenue Growth | 15 % | $101.8 million increase in Currency-Adjusted Revenue | 123.5 % | | ■ $42.3 Million Bruker BioSpin Non-GAAP Gross Profit Improvement (adjusted for acquisition and restructuring charges) | 15 % | $42.8 million increase in Non-GAAP Gross Profit | 101.2 % | | ■ $19.0 Million Bruker BioSpin Non-GAAP Operating Profit Improvement (adjusted for acquisition and restructuring charges) | 15 % | $25.8 million increase in Non-GAAP Operating Profit | 135.7 % | | ■ $0.023 Reduction in Bruker BioSpin Working Capital Ratio (adjusted for acquisition and restructuring charges) | 15 % | $0.031 reduction in Working Capital Ratio | 132.0 % | | ■ $0.32 Increase in Non-GAAP Earnings Per Share (adjusted for acquisition and restructuring charges) | 10 % | $0.41 increase in Non-GAAP Earnings Per Share | 128.1 % | | Total | 70 % | | 123.8 % |

  61. Mr. Herman

    | 2023 Bruker NANO Group (NANO) Performance Goals(1) | Weighting | 2023 Performance(1) | % Of Incentive Goal Achieved | | ■ $155.6 Million NANO Currency-Adjusted Revenue Growth | 15 % | $159.2 million increase in Currency-Adjusted Revenue | 102.3 % | | ■ $94.7 Million NANO Non-GAAP Gross Profit Improvement (adjusted for acquisition and restructuring charges) | 15 % | $89.9 million increase in Non-GAAP Gross Profit | 94.9 % | | ■ $30.7 Million NANO Non-GAAP Operating Profit Improvement (adjusted for acquisition and restructuring charges) | 15 % | $41.9 million increase in Non-GAAP Operating Profit | 136.7 % | | ■ $0.046 Reduction in NANO Working Capital Ratio (adjusted for acquisition and restructuring charges) | 15 % | $0.043 reduction in Working Capital Ratio | 94.1 % | | ■ $0.32 Increase in Non-GAAP Earnings Per Share (adjusted for acquisition and restructuring charges) | 10 % | $0.41 increase in Non-GAAP Earnings Per Share | 128.1 % | | Total | 70 % | | 110.0 % |

  62. Mr. Herman

    | 2023 Bruker CALID Group (CALID) Performance Goals(1) | Weighting | 2023 Performance(1) | % Of Incentive Goal Achieved | | ■ $177.9 Million CALID Currency-Adjusted Revenue Growth | 15 % | $143.8 million increase in Currency-Adjusted Revenue | 80.8 % | | ■ $104.1 Million CALID Non-GAAP Gross Profit Improvement(adjusted for acquisition and restructuring charges) | 15 % | $74.1 million increase in Non-GAAP Gross Profit | 71.2 % | | ■ $35.2 Million CALID Non-GAAP Operating Profit Improvement (adjusted for acquisition and restructuring charges) | 15 % | $22.0 million increase in Non-GAAP Operating Profit | 62.5 % | | ■ $0.017 Reduction in CALID Working Capital Ratio (adjusted for acquisition and restructuring charges) | 15 % | $0.044 reduction in Working Capital Ratio | 200.0 % | | ■ $0.32 Increase in Non-GAAP Earnings Per Share (adjusted for acquisition and restructuring charges) | 10 % | $0.41 increase in Non-GAAP Earnings Per Share | 128.1 % | | Total | 70 % | | 107.1 % |

  63. Total NEO Incentive Award Payments

    Total NEO Incentive Award Payments Following review of the performance of our named executive officers in 2023, the Compensation Committee approved ICP awards to the named executive officers based on their respective percentage achievement of 2023 financial and individual performance goals as follows:

  64. Total NEO Incentive Award Payments

    | NEO | Financial Goal Achievement | Individual Goal Achievement | Total Cash Incentive Payment | | Frank H. Laukien | 127.3% | 106.3% | 121.0% | | Gerald N. Herman | 127.3% | 108.8% | 121.8% | | Falko Busse | 123.8% | 107.5% | 118.9% | | Mark R. Munch | 110.0% | 83.8% | 102.2% | | Juergen Srega | 107.1% | 98.8% | 104.6% |

  65. Total NEO Incentive Award Payments

    As shown above, based on their performance relative to their combined 2023 corporate performance goals and individual goals, Dr. Laukien and Mr. Herman earned $1,572,146 and $506,969, 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.

  66. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards The Compensation Committee uses long-term incentive compensation in the form of equity awards to deliver competitive

  67. 2023 Long-Term Incentive Awards

    | 31 | Bruker Proxy Statement 2024 |

  68. 2023 Long-Term Incentive Awards

    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 2023, 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 2023:

  69. 2023 Long-Term Equity Incentive Awards

    2023 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.

  70. 2023 Long-Term Equity Incentive Awards

    | | Aggregate Economic Value(1) | Stock Options | RSUs | | Dr. Laukien | 3,326,420 | 35,349 | 38,521 | | Mr. Herman | 1,075,873 | 11,167 | 12,168 | | Dr. Busse | 400,189 | 4,154 | 4,526 | | Dr. Munch | 1,097,244 | 11,388 | 12,410 | | Mr. Srega (2) | 630,046 | 472,545 | 157,502 |

  71. 2023 Long-Term Equity Incentive Awards

    (1) Economic value reflects the combined grant date fair value of option and RSU awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 and based on the August 10, 2023 closing price of the Common Stock of $66.35 per share. (2) 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, and 2023. As per the MDE Contract an additional larger than typical long-term incentive equity award is expected to be granted in 2024. Portions of the grants are expected to be allocated to performance in 2022, and anticipated 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 in 2024 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. 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 2023, the value of awards to our named executive officers consisted of 25% stock options and 75% RSUs, which is consistent with the Compensation Committee’s approach generally.

  72. Employment Contracts, Termination of Employment and Change in Control Arrangements

    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

  73. Employment Contracts, Termination of Employment and Change in Control Arrangements

    | Bruker Proxy Statement 2024 | 32 |

  74. Employment Contracts, Termination of Employment and Change in Control Arrangements

    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 $226,265 as of December 31, 2023, 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, and 2023. As per the MDE Contract an additional larger than typical long-term incentive equity award is expected to be granted in 2024. Portions of the grants are expected to be allocated to performance in 2022, and anticipated 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 into account. Similarly the 2025, 2026, and 2027 grants are also planned to be relatively lower than typical to take the larger awards expected to be granted in 2024 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.

  75. Equity Award Grant Practices

    Equity Award Grant Practices The Compensation Committee reviews and approves individual grants for the named executive officers, 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.

  76. Summary Compensation Table

    Summary Compensation Table

  77. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | | Stock Awards(1) ($) | | Option Awards(2) ($) | | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation(3) ($) | Total ($) | | Frank H. Laukien, Ph.D. | 2023 | 926,096 | — | | 2,555,868 | | 770,552 | | 1,572,146 | — | 34,099 | 5,858,761 | | Chairman, President and Chief | 2022 | 873,265 | — | | 2,481,426 | | 759,972 | | 906,371 | — | 36,161 | 5,057,195 | | Executive Officer | 2021 | 811,581 | — | | 2,409,186 | | 749,403 | | 1,615,669 | — | 8,700 | 5,594,539 | | Gerald N. Herman | 2023 | 603,538 | — | | 807,347 | | 268,526 | | 506,969 | — | 17,922 | 2,204,302 | | Executive Vice President and Chief | 2022 | 570,982 | — | | 776,302 | | 264,276 | | 270,588 | — | 16,518 | 1,898,666 | | Financial Officer | 2021 | 545,310 | — | | 638,443 | | 225,438 | | 522,656 | — | 8,700 | 1,940,547 | | Falko Busse, Ph.D. President, | 2023 | 468,944 | — | | 300,300 | | 99,889 | | 342,657 | — | 133,576 | 1,345,365 | | Bruker BioSpin Group(4) | 2022 | 425,800 | — | | 288,796 | | 98,307 | | 220,292 | — | 117,245 | 1,150,440 | | | 2021 | 420,951 | — | | 270,064 | | 95,360 | | 209,003 | — | 108,589 | 1,103,967 | | Mark R. Munch, Ph.D. | 2023 | 689,939 | 451,500 | 6 | 823,404 | | 273,840 | | 459,363 | — | 28,475 | 2,726,522 | | Executive Vice President & President, | 2022 | 648,298 | 400,000 | | 791,740 | | 269,526 | | 363,676 | — | 27,989 | 2,501,229 | | Bruker NANO Group | 2021 | 619,151 | 400,000 | | 768,718 | | 271,430 | | 506,166 | — | 17,100 | 2,582,565 | | Juergen Srega President, | 2023 | 452,530 | — | | 472,545 | 7 | 157,502 | 7 | 300,996 | — | 88,663 | 1,472,236 | | Bruker CALID Group(5) | 2022 | 413,888 | — | | 472,564 | | 160,865 | | 143,164 | — | 89,939 | 1,280,420 | | | 2021 | 440,878 | — | | 472,551 | | 166,863 | | 423,735 | — | 96,183 | 1,600,210 |

  78. Summary Compensation Table

    (1) The amounts in this column reflect the grant date fair value of awards of RSUs, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The actual amount realized by the named executive officer will vary based on several factors, including our performance, stock price fluctuations and applicable vesting. (2) The amounts in this column reflect the grant date fair value of stock option awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculations of these amounts may be found in Note 2 to our 2023 audited financial statements included in our Annual Report on Form 10-K filed with the SEC on February 29, 2024. The actual amount realized by the named executive officer will vary based on several factors, including our performance, stock price fluctuations and applicable vesting. (3) Reflects matching contributions made under our 401(k) plan, automobile allowance, dividend equivalent units paid, and/or pension contributions for each of our named executive officers in 2023

  79. Summary Compensation Table

    | Name | Matching Contributions 401(k) Plan 2023 ($) | Automobile Costs/ Allowance 2023 ($) | Dividends Paid on Vested RSUs 2023 ($) | Pension Contributions 2023 ($) | | Frank H. Laukien | 13,200 | — | 20,899 | — | | Gerald N. Herman | 13,200 | — | 4,722 | — | | Falko Busse | — | 34,253 | 1,951 | 97,372 | | Mark R. Munch | 13,200 | 8,400 | 6,875 | — | | Juergen Srega | — | 11,269 | 6,008 | 71,386 |

  80. Summary Compensation Table

    The amounts reflected for 2023 compensation, other than amounts reported under the headings “Stock Awards,” “Option Awards” and “Non-Equity Incentive Plan Awards,” are based on actual payments in Swiss Francs converted to U.S. Dollars at a conversion rate of CHF 1.0 =$1.1136, which represents the 2023 average midpoint rate. The amounts reflected under the heading “Non-Equity Incentive Plan Awards” are converted from Swiss Francs to U.S. Dollars at a conversion rate equal to the midpoint rate on the date of approval by the Compensation Committee of CHF 1.0 =$1.1364.

  81. Summary Compensation Table

    | 35 | Bruker Proxy Statement 2024 |

  82. Summary Compensation Table

    The amounts reflected for 2023 compensation, other than amounts reported under the headings “Stock Awards,” “Option Awards” and “Non-Equity Incentive Plan Awards,” are based on actual payments in Euros converted to U.S. Dollars at a conversion rate of €1.0 =$1.0816, which represents the 2023 average midpoint rate. The amounts reflected under the heading “Non-Equity Incentive Plan Awards” are converted from Euros to U.S. Dollars at a conversion rate equal to the midpoint rate on the date of approval by the Compensation Committee of €1.0=$1.0772. Amount includes an additional cash compensation payment to Dr. Munch of $300,000 in connection with his role as CEO of the Company’s majority-owned startup company, Acuity Spatial Genomics, and a $150,000 Special Recognition award, both were earned in 2023 and paid in 2024. (7) 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, and 2023. As per the MDE Contract an additional larger than typical long-term incentive equity award is expected to be granted in 2024. Portions of the grants are expected to be allocated to performance in 2022, and anticipated 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 into account. Similarly, the 2025, 2026, and 2027 grants are also planned to be relatively lower than typical to take the larger awards expected to be granted in 2024 into account. This allocation was not properly reflected in the Summary Compensation Table for 2021 which has been restated accordingly herein.

  83. 2023 Grants of Plan-Based Awards

    2023 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, 2023.

  84. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Type (1) | Grant Date | Threshold ($)(2) | Target ($)(2) | Maximum ($)(2) | | | | | | | ICP | N/A | — | 1,314,592 | 2,333,401 | | | | | | Frank H. Laukien | | | | | | | | | | | | RSU | 8/10/2023 | | | | 38,521 | | | 2,555,868 | | | OPT | 8/10/2023 | | | | | 35,349 | 72.99 | 770,552 | | | ICP | N/A | — | 429,489 | 762,343 | | | | | | Gerald N. Herman | RSU | 8/10/2023 | | | | 12,168 | | | 807,347 | | | OPT | 8/10/2023 | | | | | 11,167 | 66.35 | 268,526 | | | ICP | N/A | — | 285,020 | 505,911 | | | | | | Falko Busse | RSU | 8/10/2023 | | | | 4,526 | | | 300,300 | | | OPT | 8/10/2023 | | | | | 4,154 | 66.35 | 99,889 | | | ICP | N/A | — | 457,086 | 811,328 | | | | | | Mark R. Munch | RSU | 8/10/2023 | | | | 12,410 | | | 823,404 | | | OPT | 8/10/2023 | | | | | 11,388 | 66.35 | 273,840 | | | ICP | N/A | — | 299,035 | 530,788 | | | | | | Juergen Srega(4) | RSU | 8/10/2023 | | | | 7,122 | | | 472,545 | | | OPT | 8/10/2023 | | | | | 6,535 | 66.35 | 157,502 |

  85. 2023 Grants of Plan-Based Awards

    (1) The type of awards are as follows: ICP = Incentive Compensation Plan, RSU = Restricted Stock Units, OPT = Stock Options. (2) Represents estimated possible payouts on the grant date for annual cash incentive bonus awards granted for 2023 performance under the 2023 cash incentive bonus plans of our named executive officers. The amounts reflected for Mr. Srega and Dr. Busse, which were payable in Euros and Swiss Francs, respectively, are converted at 2023 average midpoint conversion rates of €1.0 =$1.0816 and CHF 1.0=$1.1136. Represents the grant date fair value of RSU and stock option awards granted under our 2016 Plan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculations of these amounts may be found in Note 2 to our 2023 audited financial statements included in our Annual Report on Form 10-K filed with the SEC on February 29, 2024. Stock option and RSU awards vest in equal annual installments on the first, second, third and fourth anniversaries of the grant date. Stock option awards are exercisable upon vesting at a price equal to the closing price of our Common Stock on the date of the grant and expire on the ten-year anniversary of the grant date, other than Mr. Laukien’s stock option award, which is exercisable upon vesting at a price equal to 110% of the closing price of our Common Stock on the date of the grant and expires on the five-year anniversary of the grant date.

  86. 2023 Grants of Plan-Based Awards

    | Bruker Proxy Statement 2024 | 36 |

  87. 2023 Grants of Plan-Based Awards

    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, and 2023. As per the MDE Contract an additional larger than typical long-term incentive equity award is expected to be granted in 2024. Portions of the grants are expected to be allocated to performance in 2022, and anticipated 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 in 2024 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.

  88. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 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 2023.

  89. Outstanding Equity Awards at December 31, 2023

    | | Option Awards | | | | | Stock Awards | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price($) | Option Expiration Date | Stock Award Grant Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(1) | | Frank H. Laukien | 8/06/2020 | — | 14,717(2) | 47.85 | 8/06/2025 | | | | | | 8/05/2021 | 18,524 | 18,524(3) | 89.45 | 8/5/2026 | | | | | | 8/11/2022 | 10,137 | 30,413(4) | 68.20 | 8/11/2027 | | | | | | 8/10/2023 | — | 35,349(5) | 72.99 | 8/10/2028 | | | | | | | | | | | 8/06/2020 | 13,062(6) | 959,796 | | | | | | | | 8/05/2021 | 14,814(7) | 1,088,533 | | | | | | | | 8/11/2022 | 30,018(8) | 2,205,723 | | | | | | | | 8/10/2023 | 38,521(9) | 2,830,523 | | | 12/01/2016 | 8,004 | — | 22.51 | 12/01/2026 | | | | | | 8/09/2018 | 11,594 | — | 34.02 | 8/09/2028 | | | | | Gerald N. Herman | 8/08/2019 | 11,344 | — | 41.95 | 8/08/2029 | | | | | | 8/06/2020 | 10,199 | 3,400(2) | 43.50 | 8/06/2030 | | | | | | 8/05/2021 | 4,908 | 4,910(3) | 81.32 | 8/05/2031 | | | | | | 8/11/2022 | 3,171 | 9,515(4) | 62.00 | 8/11/2032 | | | | | | 8/10/2023 | — | 11,167(5) | 66.35 | 8/10/2033 | | | | | | | | | | | 8/06/2020 | 3,018(6) | 221,763 | | | | | | | | 8/05/2021 | 3,926(7) | 288,482 | | | | | | | | 8/11/2022 | 9,391(8) | 690,051 | | | | | | | | 8/10/2023 | 12,168(9) | 894,105 | | | 8/07/2015 | 12,000 | — | 19.82 | 8/07/2025 | | | | | Falko Busse | 10/04/2016 | 7,097 | — | 22.19 | 10/04/2026 | | | | | | 8/09/2018 | 4,384 | — | 34.02 | 8/09/2028 | | | | | | 8/08/2019 | 4,641 | — | 41.95 | 8/08/2029 | | | | | | 8/06/2020 | 4,371 | 1,457(2) | 43.50 | 8/06/2030 | | | | | | 8/05/2021 | 2,076 | 2,077(3) | 81.32 | 8/05/2031 | | | | | | 8/11/2022 | — | — | 62.00 | 8/11/2032 | | | | | | 8/10/2023 | — | 4,154(5) | 66.35 | 8/10/2033 | | | | | | | | | | | 8/06/2020 | 1,294(6) | 95,083 | | | | | | | | 8/05/2021 | 1,661(7) | 122,050 | | | | | | | | 8/11/2022 | 3,494(8) | 256,739 | | | | | | | | 8/10/2023 | 4,526(9) | 332,570 | | 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 | 14,496 | 4,833(2) | 43.50 | 8/06/2030 | | | | | | 8/05/2021 | 5,910 | 5,911(3) | 81.32 | 8/05/2031 | | | | | | 8/11/2022 | 3,234 | 9,704(4) | 62.00 | 8/11/2032 | | | | | | 8/10/2023 | — | 11,388(5) | 66.35 | 8/10/2033 | | | | | | | | | | | 8/06/2020 | 4,289(6) | 315,156 | | | | | | | | 8/05/2021 | 4,727(7) | 347,340 | | | | | | | | 8/11/2022 | 9,578(8) | 703,791 | | Juergen Srega | | | | | | 8/10/2023 | 12,410(9) | 911,887 | | | 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 | 18,358 | 6,120(2) | 43.50 | 8/06/2030 | | | | | | 8/05/2021 | 7,266 | 7,268(3) | 81.32 | 8/05/2031 | | | | | | 8/10/2023 | — | 13,485(5) | 66.35 | 8/10/2033 | | | | | | | | | | | 8/06/2020 | 5,432(6) | 399,143 | | | | | | | | 8/05/2021 | 5,812(7) | 427,066 | | | | | | | | 8/10/2023 | 14,695(9) | 1,079,789 |

  90. Outstanding Equity Awards at December 31, 2023

    (1) The amounts in this column were calculated by multiplying $73.48, the closing price of our Common Stock on the Nasdaq Global Select Market as of December 31, 2023, by the number of unvested shares. The options become exercisable in equal annual installments on the anniversary of the grant date in 2024.

  91. Outstanding Equity Awards at December 31, 2023

    | 37 | Bruker Proxy Statement 2024 |

  92. Outstanding Equity Awards at December 31, 2023

    The options become exercisable in equal annual installments on the anniversary of the grant date in 2024 and 2025. The options become exercisable in equal annual installments on the anniversary of the grant date in 2024, 2025 and 2026. (5) The options become exercisable in equal annual installments on the anniversary of the grant date in 2024, 2025, 2026 and 2027. (6) The unvested RSUs vest in equal annual installments on the anniversary of the grant date in 2024. (7) The unvested RSUs vest in equal annual installments on the anniversary of the grant date in 2024 and 2025. (8) The unvested RSUs vest in equal annual installments on the anniversary of the grant date in 2024, 2025 and 2026. (9) The unvested RSUs vest in equal annual installments on the anniversary of the grant date in 2024, 2025, 2026 and 2027.

  93. 2023 Option Exercises and Stock Vested

    2023 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.

  94. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting($)(2) | | Frank H. Laukien | 172,127 | 3,663,743 | 46,531 | 3,114,332 | | Gerald N. Herman | — | — | 10,569 | 703,261 | | Falko Busse | — | — | 4,293 | 285,625 | | Mark R. Munch | — | — | 14,162 | 940,932 | | Juergen Srega | — | — | 11,153 | 741,168 |

  95. 2023 Option Exercises and Stock Vested

    (1) Represents the difference between the exercise price of the options exercised and the closing price of the Common Stock as of the date of exercise. (2) Represents the aggregate value of shares vested in 2023 based on the closing price of the Common Stock as of the date of vesting or, if the Nasdaq Global Select Market was closed on such date, the next trading date thereafter. As of December 31, 2023, our named executive officers held all of the shares reported as acquired upon vesting of restricted stock units in 2023, except as follows: 20,625 shares, with an aggregate value of $1,380,458, reported as acquired by Dr. Laukien were withheld to satisfy tax withholding obligations upon vesting, 3,071 shares, with an aggregate value of $204,336 reported as acquired by Mr. Herman were withheld to satisfy tax withholding obligations upon vesting, and 6,463 shares, with an aggregate value of $429,232, reported as acquired by Dr. Munch were withheld to satisfy tax withholding obligations upon vesting, and 4,840 shares, with an aggregate value of $356,369 were disposed of by Mr. Srega to satisfy tax withholding obligations.

  96. Pension Benefits

    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 €5,500 (approximately $5,949 per month or $71,386 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

  97. Pension Benefits

    | Bruker Proxy Statement 2024 | 38 |

  98. Pension Benefits

    limit established under German law for pension insurance contributions. In the event of death after December 1, 2019, benefits will terminate effective November 30, 2024. 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.

  99. 2023 Pension Benefits Table

    2023 Pension Benefits Table The following table provides information about the benefits provided for Dr. Busse under the Swiss Pension Plan. The amount reported represents the U.S. Dollar equivalent of the benefits provided for Dr. Busse in Swiss Francs, based on the midpoint conversion rate of CHF 1.0=$1.1885 as of December 31, 2023.

  100. 2023 Pension Benefits Table

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | | Falko Busse(1) | Swiss Pension Plan | 5.67 | 934,692 |

  101. 2023 Pension Benefits Table

    (1) The number of years of credited service is equal to Dr. Busse’s length of service as Bruker BioSpin Group President. In 2023, Dr. Busse made contributions to the Swiss Pension Plan of $88,694 which amount is included in the “Salary” column of the Summary Compensation Table. During 2023, Dr. Busse did not make any additional voluntary contribution to the Swiss Pension Plan nor did he receive any benefits. Company contributions in 2023 for the benefit of Dr. Busse totaled $103,921. For the year ended December 31, 2023, the effect of changes in actuarial assumptions and the measurement date on the present value of the accumulated benefit obligation was $193,869. 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, 2023). The present value is based on a discount rate of 1.4%, an expected interest rate on the account balance of 1.4%, an expected rate of compensation increase of 2.20%, and the BVG 2020 Generational mortality tables.

  102. 2023 Non-Qualified Deferred Compensation Table

    2023 Non-Qualified Deferred Compensation Table The following table provides information about 2023 activity relating to the personal pension scheme established for Mr. Srega. All amounts reported are as of December 31, 2023 and are converted from Euros to U.S. Dollars at the 2023 average midpoint conversion rate of €1.0=$1.0816.

  103. 2023 Non-Qualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | Juergen Srega | 2,818 | 71,386 | 108,843 | 889,671 |

  104. 2023 Non-Qualified Deferred Compensation Table

    (1) The reported amount is included in the “All Other Compensation” column in the Summary Compensation Table. (2) The reported amount includes earnings attributable to plan assets amounts contributed by Mr. Srega and Mr. Srega’s former employer, which amounts were carried forward into the personal pension scheme following commencement of Mr. Srega’s employment in 2013. The reported amount also reflects the impact of changes in exchange rates and currency translation from Euros to U.S. Dollars. Aggregate earnings in local currency were 0 Euros, or approximately $0 USD. (3) The reported amount includes $2,818, $2,745 and $2,905 reported as 2023, 2022 and 2021 compensation, respectively, in the “Salary” column in the Summary Compensation Table, which was contributed by Mr. Srega from his compensation in those years. Also included in the reported amount is the value of contributions to and earnings on amounts contributed by Mr. Srega and Mr. Srega’s former employer prior to his employment with Bruker, which amounts were carried forward into the personal pension scheme following commencement of Mr. Srega’s employment in 2013. There were no withdrawals or distributions from Mr. Srega’s personal pension scheme during 2023. Further information on the personal pension scheme established for Mr. Srega is included above under the heading “Pension Benefits—Retirement Plan for Mr. Srega.”

  105. 2023 Non-Qualified Deferred Compensation Table

    | 39 | Bruker Proxy Statement 2024 |

  106. Potential Payments upon Termination or Change-in-Control

    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, 2023, 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, 2023 are described above in the 2023 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, 2023 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

  107. Potential Payments upon Termination or Change-in-Control

    | Bruker Proxy Statement 2024 | 40 |

  108. Potential Payments upon Termination or Change-in-Control

    time of adoption of the 2010 Plan or 2016 Plan, as applicable, acquires ownership of fifty percent or more of our outstanding 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, 2023 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, 2023 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 $73.48 per share on December 31, 2023.

  109. Potential Payments upon Termination or Change-in-Control

    | Name | Unvested In-the- Money Stock Options ($) | Unvested Restricted Stock Units ($) | | Frank H. Laukien | 555,098 | 7,084,574 | | Gerald N. Herman | 290,785 | 2,094,400 | | Falko Busse | 113,938 | 806,443 | | Mark R. Munch | 337,492 | 2,278,174 | | Juergen Srega | 279,626 | 1,905,998 |

  110. Potential Payments upon Termination or Change-in-Control

    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, 2023 by reason of death, Mr. Srega’s beneficiary would have been entitled to receive an estimated lump-sum payment of $896,039, which amount is payable in Euros and converted to U.S. Dollars based on the midpoint conversion rate of €1.0=$1.0816 as of December 31, 2023. In the event of termination of employment as of December 31, 2023, other than for reason of death or disability, Dr. Busse would have been entitled to receive a lump-sum payment in the amount of $771,730. In the event of disability as of December 31, 2023, Dr. Busse would have been entitled to receive an annual disability pension in the amount of $405,588. In the event of death as of December 31, 2023, Dr. Busse’s spouse would have been entitled to annual survivor benefits of $243,353. Amounts reported for Dr. Busse, which are payable in Swiss Francs, are converted to U.S. Dollars based on the midpoint conversion rate of CHF 1.0=$1.1885 as of December 31, 2023.

  111. Pay Ratio Disclosure

    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 2023, the annual total compensation of our median employee was $74,818. The 2023 annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this Proxy Statement, was $5,940,163. 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 2023 was 79 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 2023 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, 2023, as reflected in our payroll records. In accordance with Item 402(u) and instructions thereto, we included all 9,117 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 2023 average exchange rates as of October 31, 2023. This process resulted in the identification of an employee whose compensation was anomalous, as that individual was newly hired in 2023. As a result, we substituted an employee near the median whose compensation was viewed as more representative of our median employee.

  112. Pay Ratio Disclosure

    | 41 | Bruker Proxy Statement 2024 |

  113. Pay Versus Performance Disclosure

    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.

  114. Pay Versus Performance Disclosure

    | Value of Initial Fixed $100 Investment Based on: (4) | | | | | | | | | | Year | Summary Compensation Table Total for Frank H. Laukien, Ph.D.(1) ($) | Compensation Actually Paid to Frank H. Laukien, Ph.D. (1),(2),(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1),(2),(3) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($) | Non- GAAP Diluted EPS (5) | | 2023 | 5,858,761 | 6,267,895 | 1,937,106 | 2,094,178 | 145.89 | 104.55 | 428.5 | $2.58 | | 2022 | 5,057,195 | 1,862,866 | 1,707,689 | 791,613 | 135.30 | 118.35 | 298.5 | $2.34 | | 2021 | 5,594,539 | 14,300,157 | 1,966,675 | 3,821,804 | 165.58 | 172.65 | 280.6 | $2.10 | | 2020 | 4,081,963 | 5,086,157 | 1,464,473 | 1,745,100 | 106.58 | 135.89 | 161.4 | $1.35 |

  115. Pay Versus Performance Disclosure

    (1) Frank H. Laukien, Ph.D. was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  116. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | | Gerald N. Herman | Gerald N. Herman | Gerald N. Herman | Gerald N. Herman | | Mark R. Munch, Ph.D. | Mark R. Munch, Ph.D. | Mark R. Munch, Ph.D. | Mark R. Munch, Ph.D. | | Juergen Srega | Juergen Srega | Juergen Srega | Juergen Srega | | Falko Busse, Ph.D. | Falko Busse, Ph.D. | Falko Busse, Ph.D. | Falko Busse, Ph.D. |

  117. Pay Versus Performance Disclosure

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non- PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the “Stock Awards” and “Option Awards” columns set forth in the Summary Compensation Table. Amounts in the "Average Exclusion of Change in Pension Value for Non-PEO NEOs" column reflect the amounts attributable to the Change in Pension Value reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column presented in the Summary Compensation Table. Amounts in the "Average Inclusion of Pension Service Cost for Non-PEO NEOs” are based on the service cost for services rendered during the listed year and amounts in the “Average Inclusion for Prior Service Cost for Non-PEO NEOs” are based on the cost of pension benefits resulting from a plan amendment or initiation during 2023.

  118. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Frank H. Laukien, Ph.D. ($) | Exclusion of Stock Awards and Option Awards for Frank H. Laukien, Ph.D. ($) | Inclusion of Equity Values for Frank H. Laukien, Ph.D. ($) | Compensation Actually Paid to Frank H. Laukien, Ph.D. ($) | | 2023 | 5,858,761 | (3,326,420) | 3,735,554 | 6,267,895 | | 2022 | 5,057,195 | (3,241,398) | 47,069 | 1,862,866 | | 2021 | 5,594,539 | (3,158,589) | 11,864,207 | 14,300,157 | | 2020 | 4,081,963 | (2,391,204) | 3,935,398 | 5,086,157 |

  119. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion for Prior Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,937,106 | — | (800,838) | 33,978 | 49,509 | 874,423 | 2,094,178 | | 2022 | 1,707,689 | — | (780,594) | 22,580 | — | (158,062) | 791,613 | | 2021 | 1,966,675 | — | (887,070) | 25,527 | — | 2,716,672 | 3,821,804 | | 2020 | 1,464,473 | — | (813,899) | 35,553 | — | 1,058,973 | 1,745,100 |

  120. Pay Versus Performance Disclosure

    | Bruker Proxy Statement 2024 | 42 |

  121. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values columns in the tables above are derived from the amounts set forth in the following tables:

  122. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Frank H. Laukien, Ph.D. ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Frank H. Laukien, Ph.D. ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Frank H. Laukien, Ph.D. ($) | Total - Inclusion of Equity Values for Frank H. Laukien, Ph.D. ($) | | 2023 | 3,820,311 | 289,562 | (374,319) | 3,735,554 | | 2022 | 3,791,720 | (1,634,164) | (2,110,487) | 47,069 | | 2021 | 3,414,084 | 4,953,463 | 3,496,660 | 11,864,207 | | 2020 | 3,992,454 | 555,746 | (612,802) | 3,935,398 |

  123. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 899,974 | 64,782 | (90,333) | 874,423 | | 2022 | 710,201 | (404,274) | (463,989) | (158,062) | | 2021 | 929,504 | 1,113,335 | 673,833 | 2,716,672 | | 2020 | 1,072,845 | 98,228 | (112,100) | 1,058,973 |

  124. Pay Versus Performance Disclosure

    (4) The Peer Group TSR set forth in this table utilizes the SIC Code 3826 Laboratory Analytical Instruments Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the SIC Code 3826 Laboratory Analytical Instruments Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. We determined Non-GAAP Diluted EPS to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. See Appendix A for our definition of non-GAAP diluted earnings per share. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  125. Pay Versus Performance Disclosure

    | 43 | Bruker Proxy Statement 2024 |

  126. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Relationship Between PEO and 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, the cumulative TSR over the four most recently completed fiscal years for the Company, and the cumulative return of the SIC Code 3826 Laboratory Analytical Instruments Index TSR over the same period.

  127. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    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 four most recently completed fiscal years.

  128. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    | Bruker Proxy Statement 2024 | 44 |

  129. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Non-GAAP Diluted EPS

    Relationship Between PEO and 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 four most recently completed fiscal years.