BRUKER CORP BRKR

41% shingled-prose overlap between the two filings.

2025: 65,502 chars · 2026: 63,091 chars

• Committee Report:88% overlap (919 → 935 chars)
• Pay Ratio (Item 402(u)):68% overlap (2,355 → 2,706 chars)

• changedThis Compensation Discussion and Analysis, or CD&A, describes the principles, objectives, and features of our named executive compensation program with respect to our Chief Executive Officer and the other named executive officers listed below, to whom we refer tocollectively in this Proxy Statement as the “named executive officers.”
• changedLaukien, Chairman, President, Presidentand Chief Executive Officer
• changedHerman, Executive Vice President, Presidentand Chief Financial Officer
• changedOur compensation approach for named executive officers has several facets including:
• changed■long-term equity incentive awards designated to align whichalignscompensation with company success.
• new2025 Financial Performance
• changedAchieving improvements in our revenue, operating profit, earnings per share, shareand working capital levels are important to our success.
• changedReflecting these objectives, a significant portion of our named executive officers’ cash compensation is based on our performance relative to goals linked to currency-adjusted revenue growth, non–GAAP gross profit and/or non-GAAP operating profit improvement, working capital improvement, improvementand non-GAAP earnings per share growth.
• changedFinancial performance highlights for fiscal 2025 2024include:
• changed■Revenue increased by $70.1 $401.9million, or 2.1%, 13.6%,to $3,436.5 $3,366.4million, compared to $3,366.4 $2,964.5million for the year ended December 31, 2024, 2023,including an increase of approximately $116.3 $296.7million attributable to recent acquisitions and an increase adecreaseof approximately $77.6 $13.1million from the impact of foreign currency translation in fiscal 2025 2024compared to fiscal 2024; 2023;
• changed■Organic revenue decreased increasedby $123.8 $118.3million, or 3.7%, 4.0%,excluding the effects of foreign currency translation and recent acquisitions.
• newThe decrease in organic revenue was primarily due to slower demand mostly from academic, government, and industrial markets for our analytical instruments.
• changed■Non-GAAP gross profit margin decreased by 180 60basis points to 49.8% 51.6%as compared to fiscal 2024; 2023;
• new■Non-GAAP operating income decreased to $433.1 million in 2025 from $518.0 million in 2024;
• new■Non-GAAP operating margin was 12.6%, a decrease of 280 basis points as compared to fiscal 2024, primarily due to unfavorable revenue mix which negatively impacted gross margins, the impact of U.S. tariffs, foreign exchange headwinds from a declining U.S. Dollar, and the impact of 2024 acquisitions, partially offset by cost savings initiatives; and
• changed■Non-GAAP diluted EPS decreased by 24.1% 6.6%to $1.83 from $2.41 from$2.58in fiscal year 2024. 2023.
• changedAdditional information regarding our use of non-GAAP financial measures, including how we define and calculate such non-GAAP financial measures and reconciling such measures to the closest GAAP measure, measures,is included beginning on page 42 39under Part II, Item 7– Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2025 2024filed with the SEC on February 27, 2026. March3,2025.
• changedFor additional information regarding how we define and calculate Non-GAAP diluted EPS, and to reconcile such measure to GAAP EPS, see Appendix A of this Proxy Statement.
• changedBruker Proxy Statement 2026 202518
• changed2025 2024Executive Compensation Actions
• changedHighlighted below are some of the key actions and decisions with respect to our executive compensation program programsfor 2025, 2024,as approved by the Compensation Committee:
• new■Salaries: For 2025, the Compensation Committee evaluated our named executive officers’ base salaries in considering competitive market levels, peer group survey data, individual performance and market conditions.
• newBased upon a recommendation by our CEO, CFO, and NEOs to forgo their salary increases in 2025, given the multiple financial headwinds last year, the Compensation Committee agreed and did not increase any base salary for our named executive officers, other than for Dr. Busse, who received a 2% base salary increase consistent with the terms of his employment agreement.
• newSee below under the heading “2025 Base Salaries.”
• changed■Performance-Based Cash Incentive Awards: Based on financial performance targets set related to 2025 2024business plan goals, the named executive officers’ total cash compensation potential is measured against their level of achievement to those targets.
• changedIn 2025, 2024,the total payouts to our named executive officers ranged from 31.9% 66.9%to 53.4% 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 2025 2024Performance.”
• changed■Long-Term Incentive Awards: In 2025, 2024,the Compensation Committee approved long-term incentive awards to our named executive officers, including awards of stock options and restricted stock units (RSUs), RSUs,which vest ratably over four years from the date of grant.
• changed■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.
• changedDr. Laukien’s options will expire on the fifth anniversary of the grant date and Mr. Herman’s options expire on the tenth anniversary of the grant date. anniversary.
• changedThe 2025 awards 2024awarddetail can be found below under the heading “2025 “2024Long-Term Incentive Awards.”
• changedWe believe that emphasizing thecombinationofahighproportionoftotalcompensation that is tied to share price performance (in the form of stock options) and a four-year vesting period for RSU equityawards further aligns the interests of our executives with the long-term interests of our stockholders.
• new2025 Say-on-Pay Vote
• changedApproximately 95% 96%of the shares voted on say-on-pay at our 2025 2024Annual Meeting of Stockholders were in favor of our named executive officer compensation decisions and policies as described in our 2025 2024Proxy Statement.
• changedThe Compensation Committee considered this result in 2025 2024and determined that it was not necessary to make any material changes to our compensation policies and practices.
• changedAt the 2023 2024Annual Meeting of our Stockholders, Meeting,our stockholders were asked to cast an advisory vote on the frequency of future advisory votes on named executive officer compensation.
• changedApproximately 72% of the shares voted on the frequency of future say-on-pay votes at our 2023 2024Annual Meeting were in favor of holding an advisory vote on the compensation paid to our named executive officers every year.
• changed■attract and retain qualified executive officers not only by offering fair, competitive, competitiveand comprehensive compensation packages but also by offering long-term job stability, opportunities for advancement, and the satisfaction of making a difference in advancing life sciences and healthcare;
• changedTo achieve these objectives, we have embraced a compensation philosophy that seeks to align compensation with our strategic objectives and reward our named executive officers for meeting or exceeding certain pre-determined performance goals.
• changedExecutive compensation at Bruker focuses isbasedinlargeparton a pay-for-performance philosophy, through annual incentive bonus awards and long-term equity incentive awards, which emphasize both company and individual performance measures that correlate closely with the achievement of our short-term short-and long-term long-termstrategic performance objectives, respectively. objectives.
• changedTo motivate our named executive officers, we focus on cash compensation in the form of salary and annual performance incentives, a portion of which is tied to the individual’sperformance,andweaugmentthiscashcompensation
• changed19 Bruker Proxy Statement 2026 2025
• newindividual’s performance, and we balance this cash compensation with equity grants.
• changedWhat We Do Pay for Performance The majority of the total compensation opportunity for our named executive officers is variable and at-risk.
• changedRobust Stock Ownership and Retention Guidelines Our named executive officers and directors are required to maintain robust levels of stock ownership.
• changedNamed 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.
• changedStockholder 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 named executive officers in the case of a restatement that resulted in an overpayment.
• changedWhat 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 as further described on page 32 under “Policies on Hedging and Pledging of Shares,” exception,may not pledge our securities as collateral for any loan.
• changedNo Excessive Perks We do not provide material perquisites to named executive officers.
• changedThe Compensation Committee aims to ensure that ensurestotal compensation is competitive, appropriately tied to performance, and balances risk-taking:
• changedChief Executive Officer Named 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 named executive officers■Approves changes to EO compensation ■Assesses competitive market compensation for named executive officers using a variety of sources to ensure individual cash compensation levels remain reasonable and competitive
• changedThe Compensation Committee retains the discretion to approve awards in excess of those calculated to have been earned under the pre-established cash incentive plans of our named executive officers in recognition of exceptional performance.
• changedAdditionally, the Compensation Committee may exercise its discretion to reduce an award considering various factors, or not to approve cash incentive plan awards calculated to have been earned under a pre-established cash incentive plan of a named anexecutive officer in the event the Compensation Committee determines that such named executive officer has violated Bruker policies or has failed to meet minimum performance expectations.
• changedBruker Proxy Statement 2026 202520
• changed■Making recommendations for company-wide financial performance goals, and for the individual incentive goals and weightings for our other named executive officers to the Compensation Committee for approval.
• changed■Proposing the incentive plan structure for himself and the named executive officers for review and approval by the Compensation Committee.
• changedThe Compensation Committee will consider input from the CEO and EVP/CFO; however, the Compensation Committee makes final determinations based on its assessment of each named executive officer’s performance relative to their performance-based goals.
• changedThe Compensation Committee hasretained Aon's Human Capital Solutions Practice, a division of Aon plc, or Aon plc(Aon)as the Company’s compensation consultant for 2025. 2024.
• changedAon’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, designand market practices.
• changedAdditional services provided by Aon in 2025 2024included the 2025 2024CEO pay ratio analysis and preparation of the Pay Versus Performance disclosures and general feedback on compensation information on this Proxy Statement.
• changedFor the fiscal year ended December 31, 2025, 2024,total fees paid to Aon were $235,524 $288,955for compensation-related services and $394,352 $384,950for non-compensation related non-compensation-relatedservices.
• changedBased 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 2025 2024and that no conflict of interest exists currently.
• newFor 2025 compensation evaluations, the Compensation Committee reviewed its existing peer group and determined that Haemonetics Inc., Integra LifeSciences, and Watts Waters Technologies should be removed.
• newHaemonetics and Integra were removed due to headcount, revenue and market value criteria in comparison to Bruker and Watts Water was removed due to its business focus in comparison to Bruker.
• changedThese peers were replaced by Avantor Inc., Hologic, Inc., and Illumina, Inc. The peer group identified by Aon and approved by the Compensation Committee comprised 15 companies in the scientific tools, instruments, and services industries.
• changedThe Compensation Committee believes that a peer group consisting of competitors of various sizes provides useful insight for its consideration of compensation levels, including information about the range and median of
• changed21 Bruker Proxy Statement 2026 2025
• changedrangeandmedianofcompetitive salaries, cash bonuses, bonusesand long-term incentives.
• changedIn2024,At the time Aon compiled data for the peer group companies, the companies in our selected peer group ranged in size:
• newCompany Revenue Employee Count 25th percentile $2.7B 6,745 Median $3.5B 8,030 Bruker $3.0B (trailing 12-month revenue) 9,707 75th percentile $4.1B 13,000
• changedThe peer group considered by the Compensation Committee for its evaluation of 2025 2024executive compensation levels and practices were: included:
• changed■Agilent Technologies Inc. ■Mettler Toledo International Inc. ■Avantor, 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. ■Hologic, Inc. ■Haemonetics,Inc■Waters Corporation ■Illumina, Inc ■IntegraLifeSciences■WattsWaterTechnologies■MettlerToledoInternationalInc.
• changedIn general, in light of our relative market position, the Compensation Committee considered the range of andmediancompensation levels of the companies in the peer group to be appropriate and reasonable competitive comparisons for our named executive officers when evaluating and approving 2025 2024compensation packages.
• changedNamed 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.
• changedDr. Munch was provided with a cash payment of $200,000 $300,000tied to his additional role as CEO of the Company’s majority-owned start-up company, Bruker Spatial Genomics, Inc. or, BSG.
• changedBruker Proxy Statement 2026 202522
• changedIn accordance with our pay-for-performance philosophy, variable compensation in the form of short-term cash incentive compensation and long-term equity incentive awards is intended to be a significant portion of overall compensation, with this at-risk component increasing as a percentage of overall compensation opportunity potentialas the individual officer’s responsibility increases.
• newAccordingly, historically, the Compensation Committee has taken into consideration annual incentive and long-term compensation as a percentage of total pay.
• changedThe following charts and tables illustrate the mix of approved 2025 2024target levels, for base salary, short-term cash incentive bonus at target levels and long-term incentive awards, or LTI, provided in the compensation packages of our Chief Executive Officer, or CEO, and, on average, our named executive officers other than our Chief Executive Officer, or Other NEOs.
• newGiven his role, our CEO has a higher proportion of at-risk compensation (an aggregate of 82%) than the Other NEOs.
• new2025 Base Salaries

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