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

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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 February28, 2018, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Bruker Corporation (the “Company”) approved 2018 cash incentive plans for the Company’s executive officers, including certain of 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 Company’s 2018 Short-Term Incentive Compensation Program (the “2018 Short-Term ICP”), to which the Company’s executive officers and management personnel may be awarded cash incentive bonuses based on Company and individual performance in 2018.

The 2018 short-term incentive award target levels, as well as 2018 base salaries, approved for the Company’s current executive officers are as set forth below:

ExecutiveOfficer(1)

Title

2018Base Salary

2018Short- Term Incentive Award

Target

2018 Short-Term Incentive AwardTarget as%ofBase

Salary

Frank H. Laukien, Ph.D.

President and Chief Executive Officer

$736,450

$1,031,130

140.0%

Mark R. Munch, Ph.D.

Executive Vice President and President, Bruker Nano Group and Bruker Nano,Inc.

$556,432

$347,770

62.5%

Juergen Srega

President, Bruker CALID Group

$413,702

(2)

$237,879

(2)

57.5%

Burkhard Prause, Ph.D.

President and Chief Executive Officer, Bruker Energy& Supercon Technologies,Inc. (“BEST”)

$318,283

(3)

$183,013

(3)

57.5%

(1) As previously reported in the Company’s Current Report on Form8-K filed with the Securities and Exchange Commission on February21, 2018, Mr.Anthony L. Mattacchione, the Company’s Chief Financial Officer and Senior Vice President and a named executive officer, resigned from his employment with the Company, effective March16, 2018. Accordingly, no 2018 cash incentive plan was approved for Mr.Mattacchione.

(2) Represents U.S. Dollar value of Mr.Srega’s 2018 base salary of €336,562 and incentive award target of €193,523, respectively, based on a conversion rate of €1:$1.2292 as of February27, 2018.

(3) Represents U.S. Dollar value of Dr.Prause’s 2018 base salary of €258,935 and incentive award target of €148,888, respectively, based on a conversion rate of €1:$1.2292 as of February27, 2018.

The 2018 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 the cash incentive award to Dr.Laukien will be determined based on achievement of specified 2018 performance goals allocated to the following corporate financial objectives: currency-adjusted organic revenue growth, non-GAAP operating profit improvement, non-GAAP earnings per share growth and reduction in the Company’s working capital ratio.

The quantitative portion of the cash incentive award to Dr.Munch will be determined based on achievement of specified 2018 financial performance goals for the Bruker Nano Group, as well as corporate financial performance relative to the Company’s non-GAAP earnings per share growth objective. Performance goals for the Bruker Nano Group, which represent approximately 85% of Dr.Munch’s target bonus opportunity based on quantitative goals (i.e., 60% of his total target bonus opportunity), 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.Munch’s target bonus opportunity allocated to quantitative goals (i.e., 10% of his total target bonus opportunity) will be determined based on the Company’s 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 2018 financial performance goals for the Bruker CALID Group, as well as corporate financial performance relative to the Company’s non-GAAP earnings per share growth objective. Performance goals for the Bruker CALID Group, which represent approximately 85% of Mr.Srega’s target bonus opportunity based on quantitative goals (i.e., 60% of his total target bonus opportunity), 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.Srega’s target bonus opportunity allocated to quantitative goals (i.e., 10% of his total target bonus opportunity) will be determined based on the Company’s non-GAAP earnings per share growth.

The quantitative portion of the cash incentive award to Dr.Prause under the Plan will be determined based on achievement of specified 2018 financial performance goals for the BEST operating segment, as well as corporate financial performance relative to the Company’s non-GAAP earnings per share growth objective. Performance goals for the BEST segment, which represent approximately 85% of Dr.Prause’s target bonus opportunity based on quantitative goals (i.e., 60% of his total target bonus opportunity), are allocated to the following BEST segment objectives: currency-adjusted revenue growth, non-GAAP gross profit improvement, non-GAAP operating profit improvement and working capital ratio improvement. Approximately 15% of Dr.Prause’s target bonus opportunity allocated to quantitative goals (i.e., 10% of his total target bonus opportunity) will be determined based on the Company’s non-GAAP earnings per share growth.

Portions of the incentive awards linked to the achievement of quantitative performance goals will be calculated based on percentage achievement of each quantitative target goal, with no threshold or maximum. However, the incentive award payout for performance attributable to quantitative performance goals is subject to a maximum aggregate payout of 200% of the respective executive officer’s total target bonus opportunity linked to such goals.

The qualitative portion of the cash incentive payments to be awarded under the 2018 Short-Term ICP will be determined based on measures of the respective executive officer’s contributions to the achievement of certain strategic and operational management objectives. Under the 2018 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.

A copy of the 2018 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

Number

10.1

2018 Short-Term Incentive Compensation Program


BRUKER CORP Exhibit
EX-10.1 2 a18-7592_1ex10d1.htm EX-10.1 Exhibit 10.1       Bruker Corporation 2018 Short-Term Incentive Compensation Program   Program Objectives   The 2018 Bruker Corporation (“Bruker” or the “Company”) Short-Term Incentive Compensation Program (the “ICP” or “Program”) is designed to reward management employees and key personnel for performance that contributes significantly to the Company’s growth and financial success.   The Program is designed to reward several layers of success at the Bruker Corporate,…
To view the full exhibit click here

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.