BRUKER CORPORATION (NASDAQ:BRKR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) On March30, 2017, the Compensation Committee of the Board of
Directors (the Compensation Committee) of Bruker Corporation (the
Company) approved 2017 cash incentive plans for the Companys
executive officers, including the currently serving named
executive officers as defined in Item 402 of Regulation S-K under
the Securities Act of 1933, as amended, under the Companys 2017
Short-Term Incentive Compensation Program (the 2017 Short-Term
ICP), to which the Companys executive officers and management
personnel may be awarded cash incentive bonuses based on Company
and individual performance in 2017.
The 2017 short-term incentive award target levels, as well as
2017 base salaries, approved for the Companys current executive
officers are as set forth below:
|
ExecutiveOfficer(1) |
|
Title |
|
2017Base Salary |
|
2017 Short-Term Incentive Award Target |
|
2017 Short-Term Incentive AwardTarget as%ofBase |
|
||
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|
|
|
|
|
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|
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Frank H. Laukien, Ph.D. |
President and Chief Executive Officer |
$ |
715,000 |
$ |
1,000,999 |
|
% |
||||
|
Anthony L. Mattacchione |
Chief Financial Officer and Senior Vice President |
$ |
447,260 |
$ |
313,082 |
|
% |
||||
|
Mark R. Munch, Ph.D. |
Executive Vice President and President, Bruker Nano Group |
$ |
529,935 |
$ |
317,961 |
|
% |
||||
|
Juergen Srega |
President, Bruker CALID Group |
$ |
352,475 |
(2) |
$ |
193,862 |
(2) |
|
% |
(1) As previously reported in the Companys Current Report on
Form8-K filed with the Securities and Exchange Commission on
March29, 2017, Mr.Michael Knell, the Companys former Vice
President of Finance and Chief Accounting Officer and a named
executive officer as disclosed in the Companys Definitive Proxy
Statement on Schedule 14A filed with the SEC on April22, 2016,
resigned from his position effective March31, 2017. Accordingly,
no 2017 cash incentive plan was approved for Mr.Knell.
(2) Represents U.S. Dollar value of Mr.Sregas 2017 base salary of
326,759 and incentive award target of 179,718, respectively,
based on a conversion rate of 1:$1.0787 as of March29, 2017 as
reported on www.oanda.com.
The 2017 Short-Term ICP provides that quantitative financial
factors will provide 70% of total cash incentive award potential
for each of the named executive officers, with the remaining 30%
allocated to individual qualitative factors established by the
Compensation Committee.
The quantitative portion of cash incentive awards to each of
Dr.Laukien and Mr.Mattacchione will be determined based on
achievement of specified 2017 performance goals allocated to the
following corporate financial objectives: currency-adjusted
revenue growth, non-GAAP operating profit improvement, non-GAAP
earnings per share growth and reduction in the Companys working
capital ratio.
The quantitative portion of the cash incentive award to Dr.Munch
will be determined based on achievement of specified 2017
financial performance goals for the Bruker Nano Group, as well as
corporate financial performance relative to the Companys non-GAAP
earnings per share growth objective.
Performance goals for the Bruker Nano Group, which represent
approximately 85% of Dr.Munchs target bonus opportunity based
on quantitative goals (i.e., 60% of the total 70%), are
allocated to the following Bruker Nano Group objectives:
currency-adjusted revenue growth, non-GAAP gross profit
improvement, non-GAAP operating profit improvement and working
capital ratio improvement. Approximately 15% of Dr.Munchs
target bonus opportunity allocated to quantitative goals (i.e.,
10% of the total 70%) will be determined based on the Companys
non-GAAP earnings per share growth.
The quantitative portion of the cash incentive award to
Mr.Srega under the Plan will be determined based on achievement
of specified 2017 financial performance goals for the Bruker
CALID Group, as well as corporate financial performance
relative to the Companys non-GAAP earnings per share growth
objective. Performance goals for the Bruker CALID Group, which
represent approximately 85% of Mr.Sregas target bonus
opportunity based on quantitative goals (i.e., 60% of the total
70%), are allocated to the following Bruker CALID Group
objectives: currency-adjusted revenue growth, non-GAAP gross
profit improvement, non-GAAP operating profit improvement and
working capital ratio improvement. Approximately 15% of
Mr.Sregas target bonus opportunity allocated to quantitative
goals (i.e., 10% of the total 70%) will be determined based on
the Companys non-GAAP earnings per share growth.
Except as otherwise noted above, portions of the incentive
awards linked to the achievement of such quantitative
performance goals will be calculated based on percentage
achievement of each quantitative target goal, with no threshold
or maximum.
The qualitative portion of the cash incentive payments to be
awarded under the 2017 Short-Term ICP will be determined based
on measures of the respective executive officers contributions
to the achievement of certain management objectives. Under the
2017 Short-Term ICP, payments for qualitative goals will be
made in a range of 0% to 125% of their respective targets,
subject to satisfaction of certain minimum performance
expectations.
While individual quantitative goals are not subject to a
maximum payout, the total short-term incentive award payment is
subject to a maximum payout of 200% of the respective executive
officers incentive award target.
A copy of the 2017 Short-Term Incentive Compensation Program
approved by the Compensation Committee is attached hereto as
Exhibit10.1.
Section9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Number |
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10.1 |
2017 Short-Term Incentive Compensation Program |
About BRUKER CORPORATION (NASDAQ:BRKR)
Bruker Corporation is a designer and manufacturer of scientific instruments, and analytical and diagnostic solutions. The Company’s operating segments include the Bruker BioSpin Group; the Bruker Chemicals, Applied Markets, Life Science, In-Vitro Diagnostics, Detection (CALID) Group; the Bruker Nano Group, and the Bruker Energy & Supercon Technologies (BEST) Segment. The Bruker BioSpin Group segment designs, manufactures and distributes enabling life science tools. The Bruker CALID segment designs, manufactures and distributes life science mass spectrometry instruments that can be integrated and used along with other sample preparation or chromatography instruments, as well as chemical, biological, radiological, nuclear and explosive (CBRNE) detection products. The Bruker Nano segment designs, manufactures and distributes spectroscopy and microscopy instruments. The BEST segment develops and manufactures superconducting and non-superconducting materials and devices. BRUKER CORPORATION (NASDAQ:BRKR) Recent Trading Information
BRUKER CORPORATION (NASDAQ:BRKR) closed its last trading session down -0.70 at 22.63 with 661,118 shares trading hands.