DEF 14A of Bruker Corp, Apr 11, 2025

DEF 14A of Bruker Corp

Filed Apr 11, 2025 · FY20240000950170-25-053286

Open on EDGAR

  1. 2025 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT TABLE OF CONTENTS

    | Securities Authorized For Issuance Under Equity Compensation Plans | 39 | | Potential Payments upon Termination or Change-in-Control | 39 | | Pay Ratio Disclosure | 40 | | Pay Versus Performance Disclosure | 41 | | Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) | 43 | | Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income | 43 | | Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Non-GAAP Diluted EPS | 44 | | Tabular List of the Most Important Financial Performance Measures | 44 | | RELATED PERSONS TRANSACTIONS | 45 | | Review and Approval of Transactions with Related Persons | 45 | | Transactions with Related Persons | 45 | | DELINQUENT SECTION 16(A) REPORTS | 46 | | AUDIT COMMITTEE REPORT | 47 | | PROPOSAL NO. 2 ADVISORY VOTE ON THE 2024 COMPENSATION OF NAMED EXECUTIVE OFFICERS | 48 | | PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 49 | | Independent Registered Public Accounting Firm | 49 | | Audit Committee Pre-Approval Policies and Procedures | 50 | | PROPOSAL NO. 4 APPROVAL OF THE ADOPTION OF THE BRUKER CORPORATION 2026 INCENTIVE COMPENSATION PLAN | 51 | | OTHER INFORMATION | 61 | | Stockholder Communications | 61 | | Householding of Proxy Materials | 61 | | Time for Submission of Stockholder Proposals | 61 | | Other Matters | 61 | | Annual Report | 62 | | APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES | 63 | | APPENDIX B: 2026 INCENTIVE COMPENSATION PLAN | 65 |

  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, three Class III directors serving terms expiring at the 2027 Annual Meeting, and four Class I directors serving terms expiring at our Annual Meeting of Stockholders in 2025. The four current Class I directors whose terms expire at our 2025 Annual Meeting of Stockholders are Bonnie H. Anderson, Frank H. Laukien, Ph.D., John A. Ornell, and Richard A. Packer. The first proposal on the agenda for the 2025 Annual Meeting is the election of Bonnie H. Anderson, Frank H. Laukien, Ph.D., John A. Ornell, and Richard A. Packer to serve as Class I directors for three-year terms beginning at the 2025 Annual Meeting and ending at our Annual Meeting of Stockholders in 2028, or in each case, until a successor has been duly elected and qualified. Each of Ms. Anderson, Dr. Laukien, Mr. Ornell and Mr. Packer is currently serving as a Class I director. All nominees were unanimously approved by our Board, including unanimous approval by our independent directors, upon the recommendation of the Nominating & Governance Committee. Unless marked otherwise, proxies received will be voted FOR the election of each of the nominees as director. If any nominee is unwilling or unable to serve as a nominee for director at the time of the 2025 Annual Meeting, the proxies may be voted for a substitute nominee who will be designated by the present Board to fill such vacancy. Alternatively, if no such nominee is designated, a vacancy will be created in Class I. The Board has no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director. The Board of Directors recommends a vote FOR the election of Bonnie H. Anderson, Frank H. Laukien, Ph.D., John A. Ornell, and Richard A. Packer to serve as Class I directors.

  3. ELECTION OF DIRECTORS

    | 3 | Bruker Proxy Statement 2025 |

  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 2028 Annual Meeting

    Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting

  7. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting

    | | Bonnie H. Anderson | Age 67 | Director Since 2020 | | | Ms. Anderson is the CEO and Chairman of PinkDx, Inc., a women’s healthcare company, she founded in 2022. Ms. Anderson co-founded Veracyte in 2008 and served as a member of the Board of Directors of Veracyte since February 2008, including service as chair of the Board of Directors from 2016 to 2023. From February 2008 to May 2021, Ms. Anderson served as Veracyte’s CEO. From August 2013 to February 2017, Ms. Anderson served as President at Veracyte. Ms. Anderson previously acted as an independent strategic consultant from 2006 to 2008. From September 2000 to March 2006, Ms. Anderson served as a Vice President at Beckman Coulter, Inc., a publicly traded manufacturer of biomedical testing instrument systems, tests and supplies. Ms. Anderson currently serves on the Board of Directors of DNA Script, a private biotechnology company, and serves as President of the Coalition for 21st Century Medicine and on the Board of Trustees of the Keck Graduate Institute of Applied Life Sciences. Ms. Anderson holds a Bachelor of Science degree in Medical Technology and an honorary Doctorate of Science degree from Indiana University of Pennsylvania. Ms. Anderson brings to the Board extensive genomics testing and diagnostics business expertise, as well as deep insights into oncology, hematology and immunology diagnostic tools and clinical workflows. Additionally, Ms. Anderson brings extensive knowledge of public company corporate governance matters attributable to her experience leading and advising public companies. Ms. Anderson serves as Chair of our Compensation Committee. | | |

  8. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting

    | | Frank H. Laukien, Ph.D. | Age 65 | Director Since 1991 | | | Dr. Frank H. Laukien has been our Chairman, President and Chief Executive Officer since February 1991 and is our largest stockholder. Dr. Laukien also serves as a director of various subsidiaries of Bruker, none of which are publicly traded companies. Dr. Laukien has been elected as a governing trustee of the Dana-Farber Cancer Institute in 2023, and he has been reelected to the ALDA (Analytical, Life-Science & Diagnostics Association) Board in 2021. Dr. Laukien holds a Bachelor of Science degree in physics from MIT, as well as a Ph.D. in chemical physics from Harvard. Dr. Laukien currently serves on the MIT Chemistry Visiting Committee. In 2021, he has been appointed to the Scientific Advisory Boards of the Australian National Phenome Center, and of the Berlin-Brandenburg Innovation Cluster for Cell-based Medicine ‘Virchow 2.0’. He is a non-voting board observer in Terrain Biosciences, Inc., an RNA CRO/CDMO startup in which Bruker has a minority investment. In May 2017, Dr. Laukien was elected a senator of acatech, the German National Academy of Science and Engineering. In 2021, Dr. Laukien was appointed as a Visiting Scholar at Harvard University in the Department of Chemistry and Chemical Biology, and this appointment has been extended for 2024. At Harvard, he participates in the Harvard Origins of Life Initiative and is a co-founder of the Galileo Project at the Center for Astrophysics. In 2021-2023, Dr. Laukien was co-chair of the new scientific working group ‘Cancer Evolution’ by the American Association of Cancer Research (AACR) Dr. Laukien also is a founding shareholder, angel investor and board member of two New England start-up companies in therapeutics and in space exploration, both outside of Bruker’s strategic scope. Dr. Laukien is the author of two scholarly books, called ‘Active Biological Evolution’ (2022), and ‘Origins & Evolution’ (2024). Additionally, Dr. Laukien sits on the Boards of Directors of three non-profit entities: FREOPP, a non-partisan think tank that explores ways to expand economic opportunities to disadvantaged people; Heterodox Academy, which promotes viewpoint diversity in Higher Education; and the MIT Free Speech Alliance. As our largest stockholder and based on his long history of leading the profitable growth at Bruker, Dr. Laukien brings to the Board the perspective of a significant stakeholder with an in-depth knowledge of all aspects of our operations. He also provides extensive executive experience in organizational management, strategic planning, finance, global business development and life science tools and diagnostics markets, as well as the scientific, diagnostic and technical background required for a deep understanding of our key technologies, markets and industry dynamics. | | |

  9. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting

    | | John A. Ornell | Age 67 | Director Since 2015 | | | Mr. Ornell is retired from Waters Corporation, or Waters, where he served as Vice President, Finance and Administration and Chief Financial Officer from 2001 to 2013. During his time at Waters, he was also responsible for information technology, investor relations and the TA Instruments Division. Joining Waters in 1994, Mr. Ornell served in a variety of operational and financial leadership roles before assuming the position of Waters’ Chief Financial Officer. During 2014, Mr. Ornell continued to serve Waters on a part-time, transitional basis. Prior to joining Waters, Mr. Ornell progressed through a series of roles of increasing responsibility at a number of multinational corporations, primarily in operational finance functions. Mr. Ornell holds a Bachelor of Science degree in Business Administration and a Bachelor of Arts degree in Economics from the University of New Hampshire, as well as a Master of Business Administration degree from Southern New Hampshire University. He is a Certified Management Accountant and a Certified Public Accountant. Mr. Ornell brings to the Board a depth of knowledge in the life sciences and analytical instruments industry, as well as a global perspective with significant experience managing the operational, strategic and financial matters of life sciences companies. Mr. Ornell serves as Chair of our Audit Committee. | | |

  10. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting

    | Bruker Proxy Statement 2025 | 4 |

  11. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting

    | | Richard A. Packer | Age 67 | Director Since 2007 | | | Mr. Packer is a Vice Presidential Executive Officer of Asahi Kasei Corporation, which is traded on the Tokyo exchange, and operates in the fields of materials and chemicals, housing and construction materials, and healthcare. In this role he leads a number of corporate initiatives to improve the operations of Asahi Kasei’s global businesses. Mr. Packer was formerly the leader of Asahi Kasei’s healthcare business unit, with revenues over $4 billion operating in the fields of medical equipment and devices, pharmaceuticals and biotechnology, and bioprocess related equipment, supplies and services. Previously, Mr. Packer served as the non-executive Chairman of ZOLL Medical Corporation, a company that was publicly traded until it was acquired by Asahi Kasei Corporation in April 2012. From November 1999 to April 2016, Mr. Packer was the Chief Executive Officer and a director of ZOLL. He served as Chairman of ZOLL from 1999 until November 2010. From 1992 until his appointment as Chairman and Chief Executive Officer in 1999, Mr. Packer served in a number of roles, including Chief Operating Officer, Chief Financial Officer, Head of North American Sales, and Vice President of Operations. Prior to joining ZOLL, Mr. Packer served as Vice President of various functions for Whistler Corporation, a consumer electronics company. Previously, Mr. Packer was a manager with the consulting firm of PRTM/KPMG, specializing in the operations of high technology companies. Mr. Packer is the past Chairperson of MassMEDIC, the industry council for Medical Devices in Massachusetts. He also currently serves as a board member of the Medical Device Manufacturers Association and the ZOLL Foundation. He has served as a member of the Board of Directors of numerous public and private companies. Mr. Packer holds a Master of Business Administration from the Harvard Business School, as well as Bachelor of Science and Master of Engineering degrees from Rensselaer Polytechnic Institute. Mr. Packer has extensive financial, operations and management experience in the medical devices industry. He also brings to the Board significant experience in corporate governance, strategic planning and public company compensation matters. Mr. Packer serves on our Compensation Committee and is the chair of our Nominating & Governance Committee. | | |

  12. Directors Continuing in Office until the 2026 Annual Meeting

    Directors Continuing in Office until the 2026 Annual Meeting

  13. Directors Continuing in Office until the 2026 Annual Meeting

    | | Cynthia M. Friend, Ph.D. | Age 70 | Director Since 2016 | | | Dr. Friend is the president and CEO of the Kavli Foundation and is the Theodore Williams Richards Professor of Chemistry and Professor of Materials Science Emerita at Harvard University. Dr. Friend served in a variety of leadership roles at Harvard, including several advisory roles for the Dean of Faculty of Arts and Sciences and as Chair of the Harvard University Department of Chemistry and Chemical Biology from 2004 to 2007. From 2013 until 2019, Dr. Friend served as Director of the Rowland Institute at Harvard University, a non-profit organization whose goal is to support the high risk/high reward research of early career scientists. In 2014, she became Director of the Energy Frontier Research Center for Sustainable Catalysis at Harvard University, a Department of Energy-funded multi-institution effort focused on the design of efficient catalytic processes, where her responsibilities include management of the fiscal health of the Center and strategic scientific planning. Dr. Friend has received numerous awards for her scientific research and scholarship and has served on a number of research and scientific advisory boards and panels. She is currently the Chair of the Basic Energy Sciences Advisory Committee, a Federal Advisory Committee. Dr. Friend holds a Ph.D. in Chemistry from the University of California, Berkeley. Dr. Friend brings to the Board extensive technical expertise and significant experience in the investment strategy and infrastructure of academic as well as government research markets. Further, Dr. Friend has substantial management experience in non-profit scientific institutions and brings to the Board valuable insight into science policy and scientific research funding priorities. Dr. Friend serves on our Compensation Committee and our Nominating & Governance Committee. | | |

  14. Directors Continuing in Office until the 2026 Annual Meeting

    | | Hermann F. Requardt, Ph.D. | Age 70 | Director Since 2015 | | | Dr. Requardt currently serves as an independent strategic advisor to a number of European public and private life science and healthcare technology companies. From 2009 to February 2015, he served as Chief Executive Officer of the healthcare division of Munich, Germany-based Siemens AG. He also served as Chief Technology Officer of Siemens AG from 2008 through 2011. Additionally, from 2006 through January 2015, he was a member of the Siemens AG Managing Board, during which time he also held a variety of regional and operational responsibilities at Siemens AG and its affiliates. Dr. Requardt joined Siemens AG Medical Solutions in 1984 and served there in roles of increasing responsibility before assuming global responsibility for the magnetic resonance business unit in 1994. Dr. Requardt is an honorary Professor of Physics at the University of Frankfurt and serves on several academic and industrial boards in Germany, including, among other roles, as Vice President of acatech, the National Academy of Science and Engineering. He also is a member of the Advisory Board of Dekra SE, headquartered in Stuttgart, Germany, and the Supervisory Board of Sivantos Group, which was Siemens Audiology Solutions prior to its spin-off from Siemens AG in early 2015. Dr. Requardt serves as an Independent Director of Gauss Fusion GmbH. Dr. Requardt holds a Ph.D. in Biophysics, with a focus on radiation biophysics and microbiology, from the University of Frankfurt. In addition to his global and technical industry expertise, Dr. Requardt brings to the Board significant experience in the management and strategic planning of life sciences companies. Dr. Requardt serves on our Compensation Committee and our Nominating & Governance Committee. | | |

  15. Directors Continuing in Office until the 2026 Annual Meeting

    | | Laura A. Francis | Age 58 | Director Since 2025 | | | Ms. Francis is the Chief Executive Officer and a Board Member of SI-BONE, Inc., a medical device company solving musculoskeletal disorders of the sacropelvic anatomy. Previously, Ms. Francis served as SI-BONE’s Chief Operating Officer from 2019 to 2021, and as SI-BONE’s Chief Financial Officer from 2015 to 2021. Prior to joining SI-BONE, Ms. Francis held other executive and leadership roles with public and private life science companies, including Promega Corporation, where she served as Vice President of Finance, Chief Financial Officer, and Treasurer, and Nutra-Park Inc., where she served as Chief Operating Officer and Chief Financial Officer. Earlier in her career, she served as Bruker’s Chief Financial Officer and Treasurer from 2002 to 2004. Furthermore, she was an Engagement Manager with McKinsey & Company and Audit Manager with Coopers & Lybrand, now PricewaterhouseCoopers. Ms. Francis was also a board member of Shockwave Medical, Inc., a medical device company, where she served as audit committee chair and compensation committee member. Ms. Francis earned a B.B.A. in Accounting and Finance from the University of Wisconsin and an M.B.A. from Stanford University. She is a Certified Public Accountant (inactive) in the State of California. Ms. Francis brings to the Board significant leadership experience, a deep knowledge of the life science markets, and proven skills in financial decision making. Immediately following the Annual Meeting, Ms. Francis will serve on our Audit Committee. | | |

  16. Directors Continuing in Office until the 2026 Annual Meeting

    | 5 | Bruker Proxy Statement 2025 |

  17. Directors Continuing in Office until the 2027 Annual Meeting

    Directors Continuing in Office until the 2027 Annual Meeting

  18. Directors Continuing in Office until the 2027 Annual Meeting

    | | William A. Linton, Ph.D. | Age 77 | 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. | | |

  19. Directors Continuing in Office until the 2027 Annual Meeting

    | | Adelene Q. Perkins | Age 65 | Director Since 2017 | | | Ms. Perkins served as Chief Executive Officer of Infinity Pharmaceuticals, Inc. from 2010-2023 and as Chair of Infinity’s Board of Directors from 2012-2023 having held a number of positions in the company since 2002. Prior to Infinity, Ms. Perkins served as Vice President of Business and Corporate Development of TransForm Pharmaceuticals, Inc. prior to its acquisition by Johnson and Johnson; held various positions at Genetics Institute (now a unit of Pfizer Inc.) including as General Manager of the DiscoverEase business unit and as CEO of MetaMorphix, a joint venture with Johns Hopkins, and from 1985-1992, she was with the international management consulting firm, Bain & Company. Ms. Perkins has previously served on a number of for-profit and not-for-profit boards and currently serves on the Board of Directors of Massachusetts General Hospital, where she is on the Finance and Real Estate, Naming, and Research and Education Committees; the Mass General Brigham Audit and Compliance Committee and on the boards of the Archdiocese of Boston Catholic Community Fund and the social service agency, Project Hope where she Chairs the Nominating and Governance Committee. Ms. Perkins holds a Master of Business Administration from the Harvard Business School, as well as a Bachelor of Science degree in chemical engineering from Villanova University. Ms. Perkins has over 35 years of international business and corporate strategy experience and brings to the Board a valuable understanding of the pharmaceutical and life sciences industries, as well as significant experience in various aspects of public company management and governance. Ms. Perkins serves on our Audit Committee. | | |

  20. Directors Continuing in Office until the 2027 Annual Meeting

    | | Robert J. Rosenthal, Ph.D. | Age 68 | Director Since 2015 | | | Dr. Rosenthal served as Chief Executive Officer of Taconic Biosciences, Inc., a privately held provider of research models for the pharmaceutical and biotech industry. Dr. Rosenthal previously served since 1995 in a variety of senior management positions with companies involved in the development of diagnostics, therapeutics, medical devices, and life sciences tools, most recently including from 2010 through 2012 as President and Chief Executive Officer of IMI Intelligent Medical Implants, AG, a medical technology company, and from 2005 through 2009 as President and Chief Executive Officer of Magellan Biosciences, Inc., a provider of clinical diagnostics and life sciences research tools. Earlier in his career, Dr. Rosenthal served in senior management positions at Perkin Elmer Inc. and Thermo Fisher Scientific, Inc. Dr. Rosenthal has served since 2007 as a director of Safeguard Scientifics, Inc., a publicly traded provider of capital for early and growth-stage companies, and as Chairman of its Board of Directors since May 2016. He also currently serves as a director of Galvanic Applied Sciences, Inc., a privately held Canadian company. Dr. Rosenthal holds a Ph.D. from Emory University and a Master of Science degree from the State University of New York. Dr. Rosenthal brings to the Board an extensive understanding of corporate governance attributable to his public company board experience as well as an entrepreneurial perspective attributable to his success as an entrepreneur. Dr. Rosenthal serves on our Audit Committee. | | |

  21. 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 and its committees.

  22. Components of Director Compensation

    Components of Director Compensation In 2024, non-employee director compensation was:

  23. Components of Director Compensation

    | | 2024 Director Cash Compensation ($) | | Board Service | 72,500 | | Audit Committee Service | 18,000 | | Audit Committee Chair | 17,000 | | Compensation Committee Service | 8,000 | | Compensation Committee Chair | 10,000 | | Nominating & Governance Committee Service | 5,000 | | Nominating & Governance Committee Chair | 7,000 | | Lead Director Service | 25,000 |

  24. 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 $165,035, which vests in full on the first anniversary of the grant date. On January 5, 2024, we granted each non-employee director an annual equity award consisting of 2,377 RSUs, which vested in full on January 5, 2025.

  25. Components of Director Compensation

    | Bruker Proxy Statement 2025 | 10 |

  26. Components of Director Compensation

    The following table provides information concerning the actual compensation paid by us to each of our non-employee directors for the fiscal year ended December 31, 2024. The compensation we pay to Dr. Laukien, our President and Chief Executive Officer, is shown in the Summary Compensation Table on page 33 of this Proxy Statement.

  27. Components of Director Compensation

    | 2024 Director Compensation Table(2) | | | | | Name | Fees Earned or Paid in Cash ($) | Equity Awards(1) ($) | Total ($) | | Bonnie H. Anderson | 90,500 | 165,035 | 255,535 | | Cynthia M. Friend | 85,500 | 165,035 | 250,535 | | William A. Linton | 102,500 | 165,035 | 267,535 | | Philip Ma (2) | 54,375 | 165,035 | 219,410 | | John A. Ornell | 107,500 | 165,035 | 272,535 | | Richard A. Packer | 92,500 | 165,035 | 257,535 | | Adelene Q. Perkins | 90,500 | 165,035 | 255,535 | | Hermann F. Requardt | 85,500 | 165,035 | 250,535 | | Robert J. Rosenthal | 90,500 | 165,035 | 255,535 |

  28. Components of Director Compensation

    Reported amounts reflect the grant date fair value of RSUs granted to each director in 2024, 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 2024 audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 3, 2025. 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. (2) Dr. Philip Ma retired from the Board, effective August 5, 2024. As of December 31, 2024, our non-employee directors held the following aggregate vested and unvested options to purchase Common Stock and unvested RSUs:

  29. Components of Director Compensation

    | Name | Number of Vested Options (2) | Number of Unvested RSUs | | Bonnie H. Anderson | — | 2,377 | | Cynthia M. Friend | 7,500 | 2,377 | | William A. Linton | 52,000 | 2,377 | | Philip Ma (1) | — | — | | John A. Ornell | 15,000 | 2,377 | | Richard A. Packer | 52,000 | 2,377 | | Adelene Q. Perkins | — | 2,377 | | Hermann F. Requardt | 15,000 | 2,377 | | Robert J. Rosenthal | 12,500 | 2,377 |

  30. Components of Director Compensation

    (1) Dr. Philip Ma retired from the Board, effective August 5, 2024. No unvested options were outstanding as of December 31, 2024.

  31. Components of Director Compensation

    | 11 | Bruker Proxy Statement 2025 |

  32. 2024 Executive Compensation Actions

    2024 Executive Compensation Actions Highlighted below are some of the key actions and decisions with respect to our executive compensation programs for 2024, as approved by the Compensation Committee: Salaries. For 2024, the Compensation Committee evaluated our named executive officers’ base salaries in considering competitive market levels, peer group survey data, individual performance and market conditions and, based on this evaluation, approved base salary increases ranged from 4% to 5% for our named executive officers, as described in greater detail below under the heading “2024 Base Salaries.” ■ Performance-Based Cash Incentive Awards. Based on financial performance targets set related to 2024 business plan goals, the executive officers’ total cash compensation potential is measured against their level of achievement to those targets. The total achievement is paid out, upon Compensation Committee consideration and approval. In 2024, the total payouts to our named executive officers ranged from 66.9% to 111.8% of the combined financial and individual performance targets, as described in greater detail below under the heading “Cash Inventive Plans and Review of 2024 Performance.” ■ Long-Term Incentive Awards. In 2024, 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. Options granted to Dr. Laukien, our Chief Executive Officer and Mr. Herman, our EVP and Chief Financial Officer, are exercisable upon vesting at a price equal to 110% of the closing price of our Common Stock on the grant date. Dr. Laukien’s options will expire on the fifth anniversary of the grant date and Mr. Herman’s options expire on the tenth anniversary. We believe that granting options to Dr. Laukien and Mr. Herman that have an exercise price in excess of the fair market value on the grant date further incentivizes them to deliver positive return to stockholders. ■ Our Compensation Committee selected time-based awards for our long-term incentives as an appropriate complement to the performance component of our short-term incentive awards. The 2024 award detail can be found below under the heading “2024 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.

  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. | | 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. |

  34. 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 sustainability | | Clawback for Overpayments | Our policy requires that we recoup incentive-based compensation from current and former executive officers in the case of a restatement that resulted in an overpayment. | | What We Don’t Do | | | No Hedging or Pledging of Company Securities | We prohibit employees and non-employee directors from engaging in hedging transactions in our securities and, subject to one limited exception, may not pledge our securities as collateral for any loan. | | No Excessive Perks | We do not provide material perquisites to executive officers. | | No Excise Tax Gross-Ups | We do not provide excise tax gross-ups. | | No Guaranteed Bonuses | We do not guarantee our named executive officers any minimum levels of base salary increase, payment under our annual incentive plan or equity grants, which are entirely performance-based. |

  35. 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 |

  36. Role of Compensation Consultants

    Role of Compensation Consultants The Compensation Committee has retained Aon's Human Capital Solutions Practice, a division of Aon plc (Aon) as the Company’s compensation consultant for 2024. Aon assists the Compensation Committee by providing advice and analysis on our executive compensation program relative to other similarly situated public companies and communicating its perspectives on evolving trends related to executive compensation program design, best practices and changes in the regulatory landscape. Aon is engaged directly by and reports to the Compensation Committee. Aon’s support includes the selection of a peer group of companies and development of peer group survey data, as well as analysis and advice on our executive compensation structure, program design and market practices. Additional services provided by Aon in 2024 included the 2024 CEO pay ratio analysis and preparation of the Pay Versus Performance disclosures and general feedback on compensation information on this Proxy Statement. The Compensation Committee considers input from Aon as one of the factors in making decisions on compensation matters, along with information and analysis it receives from management and its own judgment and expertise. For the fiscal year ended December 31, 2024, total fees paid to Aon were $288,955 for compensation-related services and $384,950 for non-compensation-related services. With regard to services that are not compensation related, Aon provides insurance brokerage services to our business. Aon serves as our insurance broker for a portion of our commercial insurance program, which includes management liability, casualty and professional liability and pollution liability insurance policies. The Compensation Committee has evaluated Aon’s independence by considering each of the independence factors adopted by Nasdaq and the SEC. Based on such evaluation, the Compensation Committee determined that the insurance brokerage services provided by Aon did not create a conflict of interest or impair Aon’s ability to provide independent advice to the Compensation Committee regarding compensation matters in 2024 and that no conflict of interest exists currently. The Compensation Committee has the authority to retain, compensate and terminate any consultants or advisers it deems necessary to assist it in the fulfillment of its responsibilities.

  37. 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 2024 compensation evaluations, the Compensation Committee reviewed its existing peer group and determined that KLA Corporation and National Instruments should be removed as KLA was significantly above the revenue and market value criterion and National Instruments was in the process of being acquired. These peers were replaced by Agilent Technologies and Onto Innovation. The peer group identified by Aon and approved by the Compensation Committee comprised 15 companies in the scientific tools, instruments, and services industries. The Compensation Committee believes that a peer group consisting of competitors of various sizes provides useful insight for its consideration of compensation levels, including information about the

  38. Peer Group Review and Market Data

    | 19 | Bruker Proxy Statement 2025 |

  39. Peer Group Review and Market Data

    range and median of competitive salaries, cash bonuses and long-term incentives. In addition to industry, complexity and size characteristics, the Compensation Committee also considers how other third-party organizations (such as the Standard and Poor’s GICS methodology) categorize Bruker and other companies which shareholder advisory firms (such as ISS) consider comparable to us. In 2024, at the time Aon compiled data for the peer group companies, the companies in our selected peer group ranged in size:

  40. 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 |

  41. Peer Group Review and Market Data

    The peer group considered by the Compensation Committee for its evaluation of 2024 executive compensation levels and practices included:

  42. Peer Group Review and Market Data

    | ■ Agilent Technologies Inc. (1) | ■ MKS Instruments, Inc. | | ■ Bio-Rad Laboratories, Inc. | ■ Onto Innovation (1) | | ■ Bio-Techne Corporation | ■ OSI Systems, Inc. | | ■ Charles River Laboratories International, Inc. | ■ Revvity, Inc. | | ■ Entegris, Inc. | ■ Teradyne, Inc. | | ■ Haemonetics, Inc | ■ Waters Corporation | | ■ Integra LifeSciences | ■ Watts Water Technologies | | ■ Mettler Toledo International Inc. | |

  43. Peer Group Review and Market Data

    (1) Due to a scrivener’s error, the companies listed in the 2024 proxy statement included Agilent Technologies Inc. and Onto Innovation and excluded KLA Corporation and National Instruments Corporation. The Compensation Committee and Aon used the correct list of companies in their 2023 compensation evaluations. In general, in light of our relative market position, the Compensation Committee considered the range and median compensation levels of the companies in the peer group to be appropriate and reasonable competitive comparisons for our executive officers when evaluating and approving 2024 compensation packages.

  44. 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.

  45. Cash Incentive Plans and Review of 2024 Performance

    Cash Incentive Plans and Review of 2024 Performance Annual Cash Incentive Awards. Annual incentive awards in the form of performance-based cash incentive bonuses for our named executive officers are based upon management’s success in achieving a combination of corporate financial and individual measures established each year by the Compensation Committee after consultation with management. The specific goals vary for each named executive officer based on responsibilities and role within Bruker and may include financial or strategic measures. Individual goals are intended to reward performance which results in Bruker meeting or exceeding its financial or operational goals. The Compensation Committee also considers the mix of performance goals to balance the incentives created to mitigate risks that may be associated with a particular performance goal. Through a mix of financial metrics and individual goals, cash incentive awards reflect both the individual’s contributions compared to his or her specific performance goals for the year and the overall performance of Bruker or the particular operations under the executive officer’s leadership. Overview and Outcomes. Under the annual short-term incentive compensation plans, or ICPs, named executive officers are eligible for cash awards based on Company and individual performance. The 2024 ICP goal total achievement for named executive officers was as follows: ■ Total achievement ranged from 66.9% to 111.8%. ■ Financial achievement ranged from 47.4% to 115.7%. ■ Individual achievement ranged from 97.5% to 112.5%. The two primary classifications of performance goals utilized are pre-established financial performance metrics and specific individual performance goals. Each performance metric represents part of the total incentive award calculation, with the financial goals in 2024 accounting for, in the aggregate, 70% of the target award potential and the individual goals in 2024 accounting for, in the aggregate, 30% of the total incentive award potential. In 2024, the Compensation Committee established our named executive officers’ 2024 ICPs as follows: ■ 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, operating group and individual performance against the pre-established performance goals of the ICPs. Actual awards for 2024 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. 2024 ICP Structure and Metrics. The basic structure and metrics of the 2024 cash incentive plans established for our executive officers are summarized as follows:

  46. Cash Incentive Plans and Review of 2024 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 |

  47. Cash Incentive Plans and Review of 2024 Performance

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

  48. Cash Incentive Plans and Review of 2024 Performance

    | Bruker Proxy Statement 2025 | 22 |

  49. Cash Incentive Plans and Review of 2024 Performance

    Setting Incentive Target Levels. The following table summarizes the 2024 ICP target levels approved for each of our named executive officers and the relationship of performance-based cash compensation at target levels to base salary and total potential cash compensation. The bonus target levels remain unchanged from 2023.

  50. Cash Incentive Plans and Review of 2024 Performance

    | 2024 Cash Incentive Targets (1) | | | | | | $ Target Level | % of Base Salary at Target Achievement | % of Total Potential Cash Compensation at Target Achievement | | Dr. Laukien | 1,367,176 | 140% | 58% | | Mr. Herman | 450,964 | 70% | 41% | | Dr. Busse | 305,291 | 60% | 38% | | Dr. Munch | 479,941 | 65% | 39% | | Mr. Srega | 312,654 | 65% | 39% |

  51. Cash Incentive Plans and Review of 2024 Performance

    Any non-U.S. Dollar amounts have been converted to U.S. Dollars using the applicable conversion rates disclosed in the Summary Compensation Table located on page 33 of this Proxy Statement. When setting individual target incentive levels for 2024 ICPs, the Compensation Committee reviewed, for each named executive officer, individual target awards applicable in 2024, the total cash compensation established for 2024 and the projected cash compensation for 2024, considering how the total cash compensation of each named executive officer compared to peer group and related market data, and the responsibilities of each named executive officer. Additionally, the Compensation Committee considered long-term incentive target levels, to consider a total direct compensation view, so that no one element was determined in isolation. Setting Corporate Performance Goals and Thresholds. The Compensation Committee establishes specific corporate-level financial performance goals for our executive officers with corporate responsibilities, including Dr. Laukien and Mr. Herman, and business group-level financial performance goals for our executive officers with group-level management responsibilities based on key corporate, group or divisional business plan goals for the year. In addition to goals tied to group-level financial performance, each of our group presidents has a portion of his incentive award potential linked directly to our company non-GAAP earnings per share, creating additional alignment with our stockholders and our overall strategic objectives. Financial performance goals generally reflect targeted growth as compared to the results achieved in the prior year for the relevant metric, with a threshold level of current year performance required for any cash incentive payout. However, threshold levels are typically equal to the prior year’s performance. As a result, 2023 performance was the threshold achievement for our named executive officers to earn any portion of their cash incentive plan targets linked to financial performance goals in 2024 (with exception of working capital for Corporate, Bruker BioSpin Group and Bruker CALID Group, for which the threshold was 105% of business plan goal). Payments for cash incentive bonuses linked to the achievement of the pre-established financial performance goals are calculated based on percentage achievement of the financial target goal. The payout for the financial goals portion of an individual’s ICP is limited to 200% of the financial incentive award target. Setting Individual Performance Goals and Thresholds. While still measurable, individual performance goals may not always be as quantifiable as the financial objectives. Payments for individual performance goals are made in a range of 0% to 125%, based on a qualitative evaluation of the named executive officer’s performance and determined by the Compensation Committee. Individual performance goals are generally set as stretch, but attainable, goals, with over-achievement of goals anticipated to occur in only limited circumstances. In determining award payouts for these goals, the Compensation Committee considers each of the executive officers’ achievements in meeting their individual performance goals and the substantial progress made during the fiscal year with respect to a variety of strategic, organizational and infrastructure initiatives implemented under their leadership. Additionally, the Compensation Committee may, in its discretion, award cash incentive bonuses above the target level in the event it determines that a named executive officer has delivered exceptional performance. Cash incentive compensation plans of our named executive officers operate under a common set of performance metrics and calculation methodologies, with goals adjusted at the corporate or group level to reflect individual areas of responsibility.

  52. Cash Incentive Plans and Review of 2024 Performance

    | 23 | Bruker Proxy Statement 2025 |

  53. 2024 Cash Incentive Award Payout Determinations

    2024 Cash Incentive Award Payout Determinations

  54. DR. FRANK H. LAUKIEN AND MR. GERALD N. HERMAN:

    | 2024 Corporate Level Performance Goals(1) | Weighting | 2024 Performance(1) | % Of Incentive Goal Achieved | | ■ $363.0 Million Currency Adjusted Revenue Growth | 15 % | $230.8 million increase in Currency-Adjusted Revenue | 63.6 % | | ■ $37.8 Million Non-GAAP Operating Profit Improvement | 20 % | $4.5 million decrease in Non-GAAP Operating Profit | 0.0 % | | ■ $0.021 Reduction in Working Capital Ratio | 20 % | $0.041 reduction in Working Capital Ratio | 194.4 % | | ■ $0.21 Increase in Non-GAAP Earnings Per Share | 15 % | $0.13 increase in Non-GAAP Earnings Per Share | 61.9 % | | Total | 70 % | | 82.4 % |

  55. DR. FALKO BUSSE:

    | 2024 Bruker BioSpin Group Performance Goals(1) | Weighting | 2024 Performance(1) | % Of Incentive Goal Achieved | | ■ $92.0 Million Bruker BioSpin Currency-Adjusted Revenue Growth | 15 % | $75.7 million increase in Currency-Adjusted Revenue | 82.2 % | | ■ $33.7 Million Bruker BioSpin Non-GAAP Gross Profit Improvement | 15 % | $29.6 million increase in Non-GAAP Gross Profit | 87.6 % | | ■ $10.7 Million Bruker BioSpin Non-GAAP Operating Profit Improvement | 15 % | $13.8 million increase in Non-GAAP Operating Profit | 128.9 % | | ■ $0.023 Reduction in Bruker BioSpin Working Capital Ratio | 15 % | $0.060 reduction in Working Capital Ratio | 200.0 % | | ■ $0.21 Increase in Non-GAAP Earnings Per Share | 10 % | $0.13 increase in Non-GAAP Earnings Per Share | 61.9 % | | Total | 70 % | | 115.7 % |

  56. DR. MARK R. MUNCH:

    | 2024 Bruker NANO Group (NANO) Performance Goals(1) | Weighting | 2024 Performance(1) | % Of Incentive Goal Achieved | | ■ $165.6 Million NANO Currency-Adjusted Revenue Growth | 15 % | $110.7 million increase in Currency-Adjusted Revenue | 66.8 % | | ■ $93.4 Million NANO Non-GAAP Gross Profit Improvement | 15 % | $48.0 million increase in Non-GAAP Gross Profit | 51.4 % | | ■ $24.4 Million NANO Non-GAAP Operating Profit Improvement | 15 % | $8.1 million increase in Non-GAAP Operating Profit | 33.3 % | | ■ $0.054 Reduction in NANO Working Capital Ratio | 15 % | $0.050 reduction in Working Capital Ratio | 93.2 % | | ■ $0.21 Increase in Non-GAAP Earnings Per Share | 10 % | $0.13 increase in Non-GAAP Earnings Per Share | 61.9 % | | Total | 70 % | | 61.3 % |

  57. MR. JUERGEN W. SREGA:

    | 2024 Bruker CALID Group (CALID) Performance Goals(1) | Weighting | 2024 Performance(1) | % Of Incentive Goal Achieved | | ■ $85.2 Million CALID Currency-Adjusted Revenue Growth | 15 % | $34.5 million increase in Currency-Adjusted Revenue | 40.5 % | | ■ $54.3 Million CALID Non-GAAP Gross Profit Improvement | 15 % | $0.8 million decrease in Non-GAAP Gross Profit | 0.0 % | | ■ $20.2 Million CALID Non-GAAP Operating Profit Improvement | 15 % | $5.7 million decrease in Non-GAAP Operating Profit | 0.0 % | | ■ $0.016 Reduction in CALID Working Capital Ratio | 15 % | $0.022 reduction in Working Capital Ratio | 139.3 % | | ■ $0.21 Increase in Non-GAAP Earnings Per Share | 10 % | $0.13 increase in Non-GAAP Earnings Per Share | 61.9 % | | Total | 70 % | | 47.4 % |

  58. Total NEO Incentive Award Payments

    Total NEO Incentive Award Payments Following review of the performance of our named executive officers in 2024, the Compensation Committee approved ICP awards to the named executive officers based on their respective percentage achievement of 2024 financial and individual performance goals as follows:

  59. Total NEO Incentive Award Payments

    | NEO | Financial Goal Achievement | Individual Goal Achievement | Total Cash Incentive Payment | | Frank H. Laukien | 82.4% | 100.0% | 87.7% | | Gerald N. Herman | 82.4% | 97.5% | 87.0% | | Falko Busse | 115.7% | 102.5% | 111.8% | | Mark R. Munch | 61.3% | 100.0% | 72.9% | | Juergen W. Srega | 47.4% | 112.5% | 66.9% |

  60. Total NEO Incentive Award Payments

    As shown above, based on their performance relative to their combined 2024 corporate performance goals and individual goals, Dr. Laukien and Mr. Herman earned $1,187,562 and $387,476, respectively, of their ICP targets. The actual cash incentive award payments to our named executive officers are reported in the “Non-Equity Incentive Plan Awards” column of the Summary Compensation Table in this Proxy Statement.

  61. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards The Compensation Committee uses long-term incentive compensation in the form of equity awards to deliver competitive compensation that recognizes employees for their contributions to Bruker and aligns the interests of named executive officers with stockholders by focusing them on long-term growth and stock price performance. In 2024, upon consideration of a variety of factors, including the individual performance, experience and responsibilities of each of our named executive officers, our stock price, competitive market practices and trends, including total potential dilution and annual equity burn rate levels, outstanding equity awards held by our named executive officers and overall Company performance, the Compensation Committee approved the following long-term incentive awards to our named executive officers in August 2024:

  62. 2024 Long-Term Equity Incentive Awards

    2024 Long-Term Equity Incentive Awards Long-Term Incentive Awards. Equity incentive compensation in the form of stock option and RSU awards is designed to provide long-term incentives to executive officers, to encourage them to remain with us and to enable recipients to develop and maintain a long-term stock ownership position in our Common Stock, which in turn motivates them to focus on creating long-term enhancement to stockholder value.

  63. 2024 Long-Term Equity Incentive Awards

    | | Aggregate Economic Value(1) | Stock Options | RSUs | | Dr. Laukien | 3,338,058 | 77,255 | 28,307 | | Mr. Herman | 1,246,377 | 13,742 | 15,106 | | Dr. Busse | 497,539 | 5,486 | 6,030 | | Dr. Munch | 1,239,456 | 13,666 | 15,022 | | Mr. Srega (2) | 750,000 | 8,319 | 9,073 |

  64. 2024 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 9, 2024, closing price of the Common Stock of $62.00 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, 2023 and 2024. Portions of the grants were allocated to performance in 2022 and are expected to be allocated to performance in 2025, 2026, and 2027. Accordingly, in 2022, Mr. Srega’s long-term incentive equity award was relatively lower than typical to take the larger awards expected to be granted into account. Similarly, the 2025, 2026, and 2027 grants are also planned to be relatively lower than typical to take the larger awards into account. The amount shown in this table represents the derived annualized amount for Mr. Srega's awards. We use a combination of stock options and RSU awards to balance the performance orientation of stock options to enhance our pay-for-performance culture and the retentive qualities of RSUs. The Compensation Committee believes this mix to be reasonable considering market practices, the overall level of pay for our executives and the long-term orientation of the equity award vehicles, given that they vest over a period of four years. In 2024, the value of awards to our CEO is 47% stock options and 53% RSU’s. The named executive officers consisted of 25% stock options and 75% RSUs, which is consistent with the Compensation Committee’s approach generally.

  65. 2024 Long-Term Equity Incentive Awards

    | Bruker Proxy Statement 2025 | 28 |

  66. 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 generally available to our employees and/or executive officers. Additionally, as an employee of Bruker BioSpin AG, Dr. Busse is entitled to participate in the Bruker BioSpin AG pension fund scheme and other local benefit plans during the term of his employment. In the event of Dr. Busse’s death while in our employment, he is entitled to continuation of his base salary for a period of six months. The letter agreement contains customary one-year non-competition and two-year non-solicitation provisions and may be terminated by either party upon six month’s written notice. We and Mr. Srega are party to a letter agreement which sets forth certain terms of Mr. Srega’s employment as President of the Bruker CALID Group, including his annual base salary, subject to annual review and eligibility to participate in our cash incentive bonus plan. The letter agreement also provides that Mr. Srega is entitled to receive an annual equity award. During the term of his employment, Mr. Srega will be eligible to participate in all customary employee benefit plans or programs of Bruker generally available to our employees and/or executive officers. Additionally, we assumed a personal pension scheme for Mr. Srega’s benefit carried forward in part from his former employer. The personal pension scheme is funded by contributions made by Bruker Daltonik GmbH and voluntary contributions by Mr. Srega, if any, during the term of his employment. Mr. Srega will be entitled to a lump sum severance payment equal to six months of his then current base salary, or approximately $231,124 as of December 31, 2024, in the event there is a change in the voting control of Bruker and his employment is terminated, voluntarily or involuntarily, within six months after such change in control. Additionally, pursuant to the letter agreement, Mr. Srega was required to enter into a managing director’s contract with Bruker Daltonik GmbH, or the German Subsidiary; accordingly, Mr. Srega and the German Subsidiary are parties to that certain Managing Director Employment Contract, dated June 28, 2012, (the “Original MDE”), as amended by that certain Supplements to the Managing Director Employment Contract, dated December 12, 2019, and July 19. 2023 (the “MDE Amendments”), and, together with the Original MDE, the MDE Contract. The “MDE Contract” sets forth the compensation and benefits that Mr. Srega is entitled to for his service as Managing Director and Chairman of the executive board of the German Subsidiary. Pursuant to Mr. Srega’s MDE Contract, for retention purposes Mr. Srega was awarded larger than typical long-term incentive equity awards in each of 2020, 2021, 2023 and 2024. Portions of the grants were allocated to performance in 2022 and are expected to be allocated to performance in 2025, 2026, and 2027. Accordingly, in 2022, Mr. Srega’s long-term incentive equity award was relatively lower than typical to take the larger awards expected to be granted into account. Similarly, the 2025, 2026, and 2027 grants are also planned to be relatively lower than typical to take the larger awards into account. Under the MDE Contract, Mr. Srega is subject to confidentiality and non-competition restrictions. The MDE Contract may be terminated by either party upon 12-months’ advance notice. In the event of a change in control of Bruker, our Board has the authority to accelerate vesting of any and all unvested option, restricted stock and RSU awards granted under the 2016 Plan and the 2010 Incentive Compensation Plan, or 2010 Plan. Accelerated vesting in such circumstances is at the Board’s sole discretion. Under the standard terms of the awards of options, restricted stock and RSUs granted under these plans, unvested amounts are forfeited if the grantee’s employment or business relationship with Bruker is terminated for any reason, other than in the event of death or disability.

  67. Employment Contracts, Termination of Employment and Change-in-Control Arrangements

    | 29 | Bruker Proxy Statement 2025 |

  68. Equity Award Grant Practices

    Equity Award Grant Practices The Compensation Committee reviews and approves individual equity grants for the named executive officers and Directors, as well as the total number of shares underlying grants made to all employees. The annual equity grants typically are reviewed and approved at the Compensation Committee’s regular meeting during the third quarter of the fiscal year, although sign-on equity awards are generally approved by the Compensation Committee at the time an executive officer commences employment with Bruker. The grant date for the annual equity grants is the date of the Compensation Committee meeting at which they are approved. Administration of equity awards is managed by the Company’s human resources department with specific instructions related to the timing of grants given by the Compensation Committee. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Similarly, we do not time the release of material, non-public information based on equity award grant dates, vesting events, or sale events. The following table presents information regarding stock options issued to our NEOs in fiscal year 2024 during any period beginning four days before the filing of a periodic report or current report disclosing material, non-public information and ending one business day after the filing or furnishing of such report with the SEC.

  69. Equity Award Grant Practices

    | Name | Grant Date | Number of securities underlying the awards (#) | Exercise price of the award ($/Sh) | Grant date fair value of the award(s) | Percentage change in the closing price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material, nonpublic information (1) | | Dr. Laukien | 8/9/2024 | 77,255 | 68.20 | 1,583,024 | 0.35% | | Mr. Herman | 8/9/2024 | 13,742 | 68.20 | 309,805 | 0.35% | | Dr. Busse | 8/9/2024 | 5,486 | 62.00 | 123,679 | 0.35% | | Dr. Munch | 8/9/2024 | 13,666 | 62.00 | 308,092 | 0.35% | | Mr. Srega (2) | 8/9/2024 | 15,407 | 62.00 | 187,500 | 0.35% |

  70. Equity Award Grant Practices

    (1) On August 6, 2024, the Company filed a Form 8-K to disclose the issuance of the press release announcing financial results as of and for the three and six months ended June 30, 2024. On August 7, 2024, the Company filed a Form 8-K to disclose the departure of Philip Ma from the Board of Directors. On August 9, 2024, the Company filed the quarterly report on Form 10-Q for the second quarter of 2024. (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, 2023 and 2024. Portions of the grants were allocated to performance in 2022 and are expected to be allocated to performance in 2025, 2026, and 2027. Accordingly, in 2022, Mr. Srega’s long-term incentive equity award was relatively lower than typical to take the larger awards expected to be granted into account. Similarly, the 2025, 2026, and 2027 grants are also planned to be relatively lower than typical to take the larger awards into account. The amount shown in this table represents the derived annualized amount for Mr. Srega's awards.

  71. Summary Compensation Table

    Summary Compensation Table

  72. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | | Stock Awards(1) ($) | | Option Awards(2) ($) | | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation(4) ($) | | Total ($) | | Frank H. Laukien, Ph.D. | 2024 | 965,720 | — | | 1,755,034 | | 1,583,024 | | 1,187,562 | — | 35,964 | | 5,527,304 | | Chairman, President and Chief | 2023 | 926,096 | — | | 2,555,868 | | 770,552 | | 1,572,146 | — | 34,099 | | 5,858,761 | | Executive Officer | 2022 | 873,265 | — | | 2,481,426 | | 759,972 | | 906,371 | — | 36,161 | | 5,057,195 | | Gerald N. Herman | 2024 | 635,385 | — | | 936,572 | | 309,805 | | 387,476 | — | 19,032 | | 2,288,269 | | Executive Vice President and Chief | 2023 | 603,538 | — | | 807,347 | | 268,526 | | 506,969 | — | 17,922 | | 2,204,302 | | Financial Officer | 2022 | 570,982 | — | | 776,302 | | 264,276 | | 270,588 | — | 16,518 | | 1,898,666 | | Falko Busse, Ph.D. President, | 2024 | 502,761 | — | | 373,860 | | 123,679 | | 328,509 | — | 136,223 | | 1,465,032 | | Bruker BioSpin Group(5) | 2023 | 468,944 | — | | 300,300 | | 99,889 | | 342,657 | — | 133,576 | | 1,345,365 | | | 2022 | 425,800 | — | | 288,796 | | 98,307 | | 220,292 | — | 117,245 | | 1,150,440 | | Mark R. Munch, Ph.D. | 2024 | 728,228 | 300,000 | 7 | 931,364 | 8 | 308,092 | | 345,782 | — | 28,642 | | 2,642,108 | | Executive Vice President & President, | 2023 | 689,939 | 451,500 | | 823,404 | | 273,840 | | 459,363 | — | 28,475 | | 2,726,522 | | Bruker NANO Group | 2022 | 648,298 | 400,000 | | 791,740 | | 269,526 | | 363,676 | — | 27,989 | | 2,501,229 | | Juergen W. Srega President, | 2024 | 477,485 | 1,515 | 9 | 562,500 | 10 | 187,500 | 10 | 200,596 | — | 92,684 | 11 | 1,522,279 | | Bruker CALID Group(6) | 2023 | 452,530 | — | | 472,545 | | 157,502 | | 300,996 | — | 88,663 | 11 | 1,472,236 | | | 2022 | 413,888 | — | | 472,564 | | 160,865 | | 143,164 | — | 89,939 | 11 | 1,280,420 |

  73. 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. Dividends are paid on all shares of stock at the standard rate as approved by our Board of Directors. (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 2024 audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 3, 2025. 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) Non-Equity Incentive Plan Compensation for all executives is calculated using a prorated bonus target, which reflects the changes in base pay and incentive targets implemented during the fiscal year. Merit increases that were effective April 1, 2024, increased the base and target incentive for the remainder of 2024. (4) 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 2024.

  74. Summary Compensation Table

    | Name | Matching Contributions 401(k) Plan 2024 ($) | Automobile Costs/ Allowance 2024 ($) | Dividends Paid on Vested RSUs 2024 ($) | Other 2024 ($) | Pension Contributions 2024 ($) | | Frank H. Laukien | 13,800 | — | 22,164 | — | — | | Gerald N. Herman | 13,800 | — | 5,232 | — | — | | Falko Busse | — | 33,821 | 2,131 | — | 103,271 | | Mark R. Munch | 13,800 | 8,400 | 6,442 | — | — | | Juergen W. Srega | — | 11,192 | 6,440 | — | 75,052 |

  75. Summary Compensation Table

    | 33 | Bruker Proxy Statement 2025 |

  76. Summary Compensation Table

    The amounts reflected for 2024 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 =$1.136, which represents the 2024 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 =$1.107. In addition to the annual equity award, Mr. Busse received a special recognition grant of $50,000 for outstanding performance relating to an acquisition. The amounts reflected for 2024 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 =$1.082, which represents the 2024 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=$1.045. (7) 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, earned in 2024 and paid in 2025. (8) In addition to the annual equity award, Mr. Munch received a special recognition grant of $100,000 for outstanding performance relating to an acquisition. (9) The amount reflects a payment that was part of an inflation support program provided to all Bruker Daltonics GmbH & Co.KG employees, converted to USD using €1.0 =$1.082, which represents the 2024 average midpoint rate. (10) Pursuant to Mr. Srega’s MDE Contract, for retention purposes Mr. Srega was awarded larger than typical long-term incentive equity awards in each of 2020, 2021, 2023 and 2024. Portions of the grants were allocated to performance in 2022 and are expected to be allocated to performance in 2025, 2026, and 2027. Accordingly, in 2022, Mr. Srega’s long-term incentive equity award was relatively lower than typical to take the larger awards expected to be granted into account. Similarly, the 2025, 2026, and 2027 grants are also planned to be relatively lower than typical to take the larger awards into account. The amount shown in this table represents the derived annualized amount for Mr. Srega's awards. In addition to the annual equity award, Mr. Srega received a special recognition grant of $100,000 for outstanding performance relating to an acquisition. (11) Starting in 2020, the pension scheme no longer had a cap on Company contributions and therefore Mr. Srega stopped contributing to his pension at that time. Due to scrivener's error, the amount for "All other compensation" in this table was under-reported for the years 2020 through 2023 by approximately $3,000 for each year.

  77. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table sets forth certain information with respect to individual grants of plan-based awards to our named executive officers during the year ended December 31, 2024.

  78. 2024 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 | — | 1,367,176 | 2,426,737 | | | | | | Frank H. Laukien | RSU | 8/9/2024 | | | | 28,307 | | | 1,755,034 | | | OPT | 8/9/2024 | | | | | 77,255 | 68.20 | 1,583,024 | | | ICP | N/A | — | 450,964 | 800,461 | | | | | | Gerald N. Herman | RSU | 8/9/2024 | | | | 15,106 | | | 936,572 | | | OPT | 8/9/2024 | | | | | 13,742 | 68.20 | 309,805 | | | ICP | N/A | — | 305,291 | 541,892 | | | | | | Falko Busse | RSU | 8/9/2024 | | | | 6,030 | | | 373,860 | | | OPT | 8/9/2024 | | | | | 5,486 | 62.00 | 123,679 | | | ICP | N/A | — | 479,941 | 851,895 | | | | | | Mark R. Munch | RSU | 8/9/2024 | | | | 15,022 | | | 931,364 | | | OPT | 8/9/2024 | | | | | 13,666 | 62.00 | 308,092 | | | ICP | N/A | — | 314,105 | 557,536 | | | | | | Juergen W. Srega(4) | RSU | 8/9/2024 | | | | 9,073 | | | 562,500 | | | OPT | 8/9/2024 | | | | | 8,319 | 62.00 | 187,500 |

  79. 2024 Grants of Plan-Based Awards

    (1) The type of awards are as follows: ICP = Incentive Compensation Plan, RSU = Restricted Stock Units, OPT = Stock Options. Represents estimated possible payouts on the grant date for annual cash incentive bonus awards granted for 2024 performance under the 2024 cash incentive bonus plans of our named executive officers. Any non-U.S. Dollar amounts have been converted

  80. 2024 Grants of Plan-Based Awards

    | Bruker Proxy Statement 2025 | 34 |

  81. 2024 Grants of Plan-Based Awards

    to U.S. Dollars using the applicable conversion rates disclosed in the Summary Compensation Table located on page 33 of this Proxy Statement. 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 2024 audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 3, 2025. 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 for Mr. Munch, Dr. Busse and Mr. Srega. Dr. Laukien and Mr. Herman's stock option awards are exercisable upon vesting at a price equal to 110% of the closing price of our Common Stock on the date of the grant. Stock Option award grants expire on the tenth anniversary of the grant date, except for Dr. Laukien, which expires on the fifth anniversary of the grant date. Pursuant to Mr. Srega’s MDE Contract, for retention purposes Mr. Srega was awarded larger than typical long-term incentive equity awards in each of 2020, 2021, 2023 and 2024. Portions of the grants were allocated to performance in 2022 and are expected to be allocated to performance in 2025, 2026, and 2027. Accordingly, in 2022, Mr. Srega’s long-term incentive equity award was relatively lower than typical to take the larger awards expected to be granted into account. Similarly, the 2025, 2026, and 2027 grants are also planned to be relatively lower than typical to take the larger awards into account. The amount shown in this table represents the derived annualized amount for Mr. Srega's awards.

  82. 2024 Grants of Plan-Based Awards

    | 35 | Bruker Proxy Statement 2025 |

  83. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table provides information concerning outstanding equity-based plan awards, including unexercised options and stock that has not vested, for each of our named executive officers as of the end of 2024.

  84. Outstanding Equity Awards at December 31, 2024

    | | 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 | — | 47.85 | 8/06/2025 | | | | | | 8/05/2021 | 27,786 | 9,262(2) | 89.45 | 8/5/2026 | | | | | | 8/11/2022 | 20,274 | 20,276(3) | 68.20 | 8/11/2027 | | | | | | 8/10/2023 | 8,836 | 26,513(4) | 72.99 | 8/10/2028 | | | | | | 8/09/2024 | — | 77,255(5) | 68.20 | 8/09/2029 | | | | | | | | | | | 8/05/2021 | 7,407(6) | 434,198 | | | | | | | | 8/11/2022 | 20,012(7) | 1,173,103 | | | | | | | | 8/10/2023 | 28,891(8) | 1,693,590 | | | | | | | | 8/09/2024 | 28,307(9) | 1,659,356 | | Gerald N. Herman | | | | | | | | | | | 12/01/2016 | 8,004 | — | 22.51 | 12/01/2026 | | | | | | 8/09/2018 | 11,594 | — | 34.02 | 8/09/2028 | | | | | | 8/08/2019 | 11,344 | — | 41.95 | 8/08/2029 | | | | | | 8/06/2020 | 13,599 | — | 43.50 | 8/06/2030 | | | | | | 8/05/2021 | 7,363 | 2,455(2) | 81.32 | 8/05/2031 | | | | | | 8/11/2022 | 6,342 | 6,344(3) | 62.00 | 8/11/2032 | | | | | | 8/10/2023 | 2,791 | 8,376(4) | 66.35 | 8/10/2033 | | | | | | 8/09/2024 | — | 13,742(5) | 68.20 | 8/09/2034 | | | | | | | | | | | 8/05/2021 | 1,963(6) | 115,071 | | | | | | | | 8/11/2022 | 6,261(7) | 367,020 | | | | | | | | 8/10/2023 | 9,126(8) | 534,966 | | Falko Busse | | | | | | 8/09/2024 | 15,106(9) | 885,514 | | | 8/06/2020 | 5,828 | — | 43.50 | 8/06/2030 | | | | | | 8/05/2021 | 3,114 | 1,039(2) | 81.32 | 8/05/2031 | | | | | | 8/11/2022 | 2,359 | 2,360(3) | 62.00 | 8/11/2032 | | | | | | 8/10/2023 | 1,038 | 3,116(4) | 66.35 | 8/10/2033 | | | | | | 8/09/2024 | — | 5,486(5) | 62.00 | 8/9/2034 | | | | | | | | | | | 8/05/2021 | 831(6) | 48,713 | | | | | | | | 8/11/2022 | 2,330(7) | 136,585 | | | | | | | | 8/10/2023 | 3,395(8) | 199,015 | | | | | | | | 8/09/2024 | 6,030(9) | 353,479 | | Mark R. Munch | | | | | | | | | | | 10/04/2016 | 58,843 | — | 22.19 | 10/04/2026 | | | | | | 8/10/2017 | 26,682 | — | 27.07 | 8/10/2027 | | | | | | 8/09/2018 | 22,695 | — | 34.02 | 8/09/2028 | | | | | | 8/08/2019 | 19,924 | — | 41.95 | 8/08/2029 | | | | | | 8/06/2020 | 19,329 | — | 43.50 | 8/06/2030 | | | | | | 8/05/2021 | 8,865 | 2,956(2) | 81.32 | 8/05/2031 | | | | | | 8/11/2022 | 6,468 | 6,470(3) | 62.00 | 8/11/2032 | | | | | | 8/10/2023 | 2,847 | 8,541(4) | 66.35 | 8/10/2033 | | | | | | 8/09/2024 | — | 13,666(5) | 62.00 | 8/09/2034 | | | | | | | | | | | 8/05/2021 | 2,364(6) | 138,578 | | | | | | | | 8/11/2022 | 6,386(7) | 374,347 | | | | | | | | 8/10/2023 | 9,308(8) | 545,635 | | | | | | | | 8/09/2024 | 15,022(9) | 880,590 | | Juergen W. Srega | | | | | | | | | | | 8/10/2017 | 17,635 | — | 27.07 | 8/10/2027 | | | | | | 8/09/2018 | 14,801 | — | 34.02 | 8/09/2028 | | | | | | 8/08/2019 | 12,994 | — | 41.95 | 8/08/2029 | | | | | | 8/06/2020 | 24,478 | — | 43.50 | 8/06/2030 | | | | | | 8/05/2021 | 10,900 | 3,634(2) | 81.32 | 8/05/2031 | | | | | | 8/10/2023 | 3,371 | 10,114(4) | 66.35 | 8/10/2033 | | | | | | 8/09/2024 | — | 15,407(5) | 62.00 | 8/09/2034 | | | | | | | | | | | 8/05/2021 | 2,906(6) | 170,350 | | | | | | | | 8/10/2023 | 11,022(8) | 646,110 | | | | | | | | 8/09/2024 | 16,936(9) | 992,788 |

  85. Outstanding Equity Awards at December 31, 2024

    (1) The amounts in this column were calculated by multiplying $58.62, the closing price of our Common Stock on the Nasdaq Global Select Market as of December 31, 2024, by the number of unvested shares. The options become exercisable in equal annual installments on the anniversary of the grant date in 2025.

  86. Outstanding Equity Awards at December 31, 2024

    | Bruker Proxy Statement 2025 | 36 |

  87. Outstanding Equity Awards at December 31, 2024

    The options become exercisable in equal annual installments on the anniversary of the grant date in 2025 and 2026. The options become exercisable in equal annual installments on the anniversary of the grant date in 2025, 2026 and 2027. (5) The options become exercisable in equal annual installments on the anniversary of the grant date in 2025, 2026, 2027 and 2028. (6) The unvested RSUs vest in equal annual installments on the anniversary of the grant date in 2025. (7) The unvested RSUs vest in equal annual installments on the anniversary of the grant date in 2025 and 2026. (8) The unvested RSUs vest in equal annual installments on the anniversary of the grant date in 2025, 2026 and 2027. (9) The unvested RSUs vest in equal annual installments on the anniversary of the grant date in 2025, 2026, 2027 and 2028.

  88. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table provides information regarding the number of shares acquired by our named executive officers upon the exercise of options or vesting of restricted stock awards and RSUs and the value realized at that time before payment of any applicable withholding taxes and brokerage commission.

  89. 2024 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 | — | — | 40,105 | 2,468,982 | | Gerald N. Herman | — | — | 11,153 | 685,240 | | Falko Busse | 28,122 | 1,692,835 | 4,419 | 271,837 | | Mark R. Munch | — | — | 12,946 | 797,033 | | Juergen Srega | — | — | 12,011 | 744,223 |

  90. 2024 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 2024 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, 2024, our named executive officers held all of the shares reported as acquired upon vesting of restricted stock units in 2024, except as follows: 19,393 shares, with an aggregate value of $1,193,891, reported as acquired by Dr. Laukien were withheld to satisfy tax withholding obligations upon vesting, 4,103 shares, with an aggregate value of $251,423 reported as acquired by Mr. Herman were withheld to satisfy tax withholding obligations upon vesting, and 6,351 shares, with an aggregate value of $390,587, reported as acquired by Dr. Munch were withheld to satisfy tax withholding obligations upon vesting.

  91. 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 €5,780 (approximately $6,254 per month or $75,052 per year) and a lifetime monthly retirement benefit based on the value of accumulated capital beginning at age 67 or a lump-sum payment. In the event of termination of employment or death prior to age 67, the Bruker Daltonik Plan provides for a reduced benefit to be determined based on the cash assets of the plan at such time. The Guarantee Plan provides an inflation hedge and an additional monthly retirement benefit, commencing December 1, 2019, with an annually increasing benefit based on Guarantee Plan earnings or, at Mr. Srega’s election, a lump-sum payment. The Guarantee Plan is funded by annual Company contributions during the term of employment in amounts which increase annually by the same percentage as the upper earnings limit established under German law for pension insurance contributions.

  92. Pension Benefits

    | 37 | Bruker Proxy Statement 2025 |

  93. Pension Benefits

    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.

  94. 2024 Pension Benefits Table

    2024 Pension Benefits Table The following table provides information about the benefits provided for Dr. Busse under the Swiss Pension Plan.

  95. 2024 Pension Benefits Table

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)(2) | | Falko Busse(1) | Swiss Pension Plan | 6.67 | 1,128,289 |

  96. 2024 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. (2) Any non-U.S. Dollar amounts have been converted to U.S. Dollars using the applicable conversion rates disclosed in the Summary Compensation Table located on page 33 of this Proxy Statement. In 2024, Dr. Busse made contributions to the Swiss Pension Plan of $86,170 which amount is included in the “Salary” column of the Summary Compensation Table. During 2024, Dr. Busse did not make any additional voluntary contribution to the Swiss Pension Plan, nor did he receive any benefits. Company contributions in 2024 for the benefit of Dr. Busse totaled $100,279. For the year ended December 31, 2024, the effect of a plan amendment, which was effective December 31, 2024, and change in the measurement date on the present value of the accumulated benefit obligation was $75,175. The present value of accumulated benefit is calculated using the methodology and assumptions under Accounting Standards Codification Topic 715: Compensation—Retirement Benefits for the fiscal year-end measurement (as of December 31, 2024). The present value is based on a discount rate of 1.0%, an expected interest rate on the account balance of 1.25%, an expected rate of compensation increase of 2.0%, and the BVG 2020 Generational mortality tables.

  97. 2024 Non-Qualified Deferred Compensation Table

    2024 Non-Qualified Deferred Compensation Table The following table provides information about 2024 activity relating to the personal pension scheme established for Mr. Srega.

  98. 2024 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 ($)(2) | Aggregate Balance at Last Fiscal Year-End ($) | | Juergen Srega | — | 75,052 | 104,180 | 993,852 |

  99. 2024 Non-Qualified Deferred Compensation Table

    (1) The reported amount is included in the “All Other Compensation” column in the Summary Compensation Table. Any non-U.S. Dollar amounts have been converted to U.S. Dollars using the applicable conversion rates disclosed in the Summary Compensation Table located on page 33 of this Proxy Statement. (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. There were no withdrawals or distributions from Mr. Srega’s personal pension scheme during 2024. Further information on the personal pension scheme established for Mr. Srega is included above under the heading “Pension Benefits—Retirement Plan for Mr. Srega.

  100. 2024 Non-Qualified Deferred Compensation Table

    | Bruker Proxy Statement 2025 | 38 |

  101. 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, 2024, given his compensation and service levels as of that date. These benefits are in addition to the benefits to which the named executive officer was already entitled or in which he was vested as of such date, as well as certain benefits that are generally available to salaried employees. Due to the number of factors that affect the nature and amount of the compensation and benefits potentially payable upon the events described below, any amounts actually paid or distributed may be different than those shown in the table. Factors that could affect these amounts include the nature of or basis for such termination, the timing during the year of any such event, whether and when a named executive officer decides to exercise stock options and our stock price on that date and the exercise of discretion by the Board or Compensation Committee regarding the payment of compensation and benefits. Severance Benefits. The cash severance benefits contained in the employment agreements for Mr. Srega and Dr. Busse, and the amounts each would be paid in connection with a termination of employment within six months of a change in voting control of Bruker are described in the Compensation Discussion and Analysis section of this Proxy Statement under the heading “Employment Contracts, Termination of Employment and Change in Control Arrangements.” Other than as contained in such agreements, we do not have arrangements with any of our other named executive officers, including Dr. Laukien, Mr. Herman and Dr. Munch, which provide cash severance benefits in the event of termination of employment or a change in control of Bruker. Equity Awards. The unvested equity awards held by each of the named executive officers as of December 31, 2024, are described above in the 2024 Outstanding Equity Awards table. Each of the stock option and restricted stock awards granted prior to May 20, 2016, were granted pursuant to our 2010 Plan. Each of the equity-based awards granted on or after May 20, 2016, were granted pursuant to our 2016 Plan. In accordance with the terms of the 2010 Plan and the 2016 Plan and our related award agreements, except as noted below, no accelerated vesting of stock options, RSUs or restricted stock awards would have occurred as of December 31, 2024 in the event of a voluntary termination by a named executive officer or an involuntary termination by us, whether with or without cause. Generally, upon termination of employment, (a) any unvested restricted stock is forfeited and (b) the participant has a period of 90 days from termination to exercise any vested option awards (or, if earlier, until the option expiration date). However, in the event of termination for cause, including as a result of dishonesty with respect to Bruker or any of our affiliates, breach of fiduciary duty, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, material failure or refusal to comply with our published policies generally applicable to all employees or conduct materially harmful to the business of Bruker or any of our affiliates, all vested and unexercised options and unvested RSU or restricted stock awards are forfeited immediately upon termination. Additionally, in the event of death or disability of a plan participant, including any named executive officer, (a) any unvested RSUs or restricted stock awards will become vested and (b) all vested stock options will remain exercisable for a period of 90 days following such event (or, if earlier, until the stock option expiration date). The Compensation Committee has discretion to revise or amend outstanding equity awards and may, at its discretion, accelerate vesting of any unvested option, RSU or stock awards, including in connection with a “Change in Control” of Bruker, as defined in our 2010 Plan or 2016 Plan, as applicable. Under these plans, a “Change in Control” occurs if: (a) within one year of any merger, consolidation, sale of a substantial part of our assets, or contested election, the persons who were directors of Bruker immediately before such transaction cease to constitute a majority of the Board of Bruker or a successor to Bruker; (b) if, as a result of any such transaction, we do not survive as an entity, or our shares are changed into the shares of another corporation unless the stockholders of Bruker immediately prior to the transaction own a majority of the outstanding shares of such other corporation immediately following the transaction; (c) any person or group who owned less than 20% of our outstanding Common Stock at the time of adoption of the 2010 Plan or 2016 Plan, as applicable, acquires ownership of fifty percent or more of our outstanding

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

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

    Common Stock; (d) the dissolution or liquidation of Bruker is approved by its stockholders; or (e) the members of the Board as of the adoption dates of the 2010 Plan or 2016 Plan cease to represent at least two thirds of the Board, subject to certain exceptions. Additionally, with respect to awards granted pursuant to the 2016 Plan, in the event of a Change in Control, if (a) an award is assumed or continued (including through conversion or substitution for a substantially similar award of the successor) and, within twenty four (24) months following the Change in Control (or such shorter period as specified in the applicable award agreement), the executive officer’s employment is terminated without cause or is voluntarily terminated for good reason, or a double trigger provision, or (b) an award is not assumed or continued, any then outstanding awards of stock options will vest and become fully exercisable and any outstanding unvested awards of RSUs that are not performance-based will be treated as vested. The values of (i) unvested, in-the-money stock options that would have been received by each of the named executive officers in the event of acceleration upon a Change in Control, assuming the Change in Control was effective December 31, 2024 and (ii) unvested restricted stock that would have been received by each of the named executive officers in the event (a) of acceleration upon a Change in Control, assuming the Change in Control was effective December 31, 2024 or (b) of the death or disability of the respective named executive officer are set forth in the following table. All calculations are based on a price per share equal to the Nasdaq closing price of $58.62 per share on December 31, 2024.

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

    | Name | Unvested In-the- Money Stock Options ($) | Unvested Restricted Stock Units ($) | | Frank H. Laukien | — | 4,960,249 | | Gerald N. Herman | — | 1,902,571 | | Falko Busse | — | 737,791 | | Mark R. Munch | — | 1,939,150 | | Juergen W. Srega | — | 1,809,248 |

  105. 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, 2024, by reason of death, Mr. Srega’s beneficiary would have been entitled to receive an estimated lump-sum payment of $868,707, which amount is payable in euros. In the event of termination of employment as of December 31, 2024, other than for reason of death or disability, Dr. Busse would have been entitled to receive a lump-sum payment in the amount of $881,731. In the event of disability as of December 31, 2024, Dr. Busse would have been entitled to receive an annual disability pension in the amount of $394,872. In the event of death as of December 31, 2024, Dr. Busse’s spouse would have been entitled to annual survivor benefits of $236,923.

  106. 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 2024, the annual total compensation of our median employee was $75,208. The 2024 annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this Proxy Statement, was $5,527,304. Based on this information, the ratio of our Chief Executive Officer’s annual total compensation to the annual total compensation of our median employee in 2024 was 73 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For purposes of reporting annual total compensation and the ratio of annual total compensation of the Chief Executive Officer to the median employee, both the Chief Executive Officer and median employee’s annual total compensation were calculated consistent with the disclosure requirements of executive compensation under the Summary Compensation Table. To identify the median employee, we examined the 2024 target total cash compensation, including annualized base salaries plus target performance bonus, incentive pay and commissions, for all individuals, excluding our Chief Executive Officer, who were employed by us as of October 31, 2024, as reflected in our payroll records, and whose payroll data was maintained in our primary payroll software, which consists of the significant majority of our worldwide workforce, and depicts a reasonable basis for determining median employee compensation. In accordance with Item 402(u) and instructions thereto, we included all 10,025 full-time, part-time, temporary and seasonal employees as of such date. We selected target total cash compensation for all employees as a consistently applied compensation measure because we do not widely distribute annual equity awards to employees and because we believe that this measure reasonably reflects the total annual compensation of our employees. For purposes of calculating the target total cash compensation of our non-U.S. employees, we converted local currencies at the applicable 2024 average exchange rates as of October 31, 2024.

  107. Pay Ratio Disclosure

    | Bruker Proxy Statement 2025 | 40 |

  108. 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.

  109. Pay Versus Performance Disclosure

    | | | | | | Value of Initial Fixed $100 Investment Based on: (4) | | | | | Fiscal Year | Summary Compensation Table Total for Frank H. Laukien, Ph.D.(1) ($) | 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 ($) | Net Income ($ Millions) | Non- GAAP Diluted EPS (5) | | 2024 | 5,527,304 | 3,201,715 | 1,979,422 | 1,446,957 | 116.73 | 93.96 | 113.8 | $2.41 | | 2023 | 5,858,761 | 6,267,895 | 1,937,106 | 2,094,178 | 145.89 | 100.00 | 428.5 | $2.58 | | 2022 | 5,057,195 | 1,862,866 | 1,707,689 | 791,613 | 135.30 | 112.96 | 298.5 | $2.34 | | 2021 | 5,594,539 | 14,300,157 | 1,966,675 | 3,821,804 | 165.58 | 169.92 | 280.6 | $2.10 | | 2020 | 4,081,963 | 5,086,157 | 1,464,473 | 1,745,100 | 106.58 | 134.62 | 161.4 | $1.35 |

  110. Pay Versus Performance Disclosure

    (1) Frank H. Laukien, Ph.D. was our PEO for each year presented. Gerald N. Herman, Mark R. Munch, Ph.D., Juergen W. Srega and Falko Busse, Ph.D. were the Non-PEO NEOs for each year presented. (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 2024.

  111. Pay Versus Performance Disclosure

    | Fiscal 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. ($) | Compensation Actually Paid to Frank H. Laukien, Ph.D. ($) | | 2024 | 5,527,304 | (3,338,058) | 1,012,469 | 3,201,715 | | 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 | (2,931,204) | 3,935,398 | 5,086,157 |

  112. Pay Versus Performance Disclosure

    | Fiscal 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 of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,979,422 | — | (933,343) | 72,139 | 328,739 | 1,446,957 | | 2023 | 1,937,106 | — | (800,838) | 33,978 | 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 |

  113. Pay Versus Performance Disclosure

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  114. 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:

  115. Pay Versus Performance Disclosure

    | Fiscal 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. ($) | Total - Inclusion of Equity Values for Frank H. Laukien, Ph.D. ($) | | 2024 | 3,195,863 | (1,324,022) | (859,372) | 1,012,469 | | 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 |

  116. Pay Versus Performance Disclosure

    | Fiscal 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 860,461 | (327,867) | (203,855) | 328,739 | | 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 |

  117. Pay Versus Performance Disclosure

    (4) The Peer Group TSR set forth in this table utilizes the SIC Code 3826 Laboratory Analytical Instruments, 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, 2024. 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 2024. See Appendix A for our definition of non-GAAP diluted earnings per share and a reconciliation to the corresponding GAAP measure. 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.

  118. Pay Versus Performance Disclosure

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

    Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company and the SIC Code 3826 Laboratory Analytical Instruments TSR.

  120. 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 five most recently completed fiscal years.

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

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

    Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Non-GAAP Diluted EPS The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Non-GAAP Diluted EPS during the five most recently completed fiscal years.