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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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BRUKER CORPORATION
40 Manning Road
Billerica, MA 01821
(978) 663-3660

Dear Stockholder:

        On behalf of the boardBoard of directorsDirectors and management of Bruker Corporation, I would like to invite you to attend our Annual Meeting of Stockholders to be held on Friday,Monday, May 20, 20162019 at 9:30 a.m., Local Time, at the offices of Nixon Peabody LLP, 100 Summer53 State Street, Boston, Massachusetts.

        The Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the formal business to be conducted at the meeting, and Proxy Card accompany this letter. The Company'sOur Annual Report to Stockholders is also enclosed for your information.

        All Stockholders are invited to attend the Meeting. To ensure your representation at the Meeting, however, you are urged to vote by proxy by completing, dating and returning the enclosed Proxy Card. A postage-paid envelope is enclosed for that purpose. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the Stockholders is important.

        I look forward to your participation and thank you for your continued support.

		Sincerely,
		Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer

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BRUKER CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

        Notice is hereby given that the Annual Meeting of the Stockholders of Bruker Corporation will be held on Friday,Monday, May 20, 2016,2019, at 9:30 a.m., Local Time, at the offices of Nixon Peabody LLP, 100 Summer53 State Street, Boston, Massachusetts, for the following purposes:

1.

To elect the Class I nominees for director named in the accompanying proxy statement to hold office until the 20192022 Annual Meeting of Stockholders and the Class IIIII nominee for director named in the accompanying proxy statement to hold office until the 20172021 Annual Meeting of Stockholders.

2.

To hold an advisory vote to approve the adoption of the Bruker Corporation 2016 Incentive Compensation Plan.compensation paid to our named executive officers.

3.

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2019.

4.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

        The boardBoard of directorsDirectors has fixed the close of business on March 24, 201625, 2019 as the record date for the determination of stockholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement thereof.

		By order of the board of directors
		Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer

Billerica, Massachusetts
April 22, 201617, 2019

        All stockholders are invited to attend the meeting. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or byvia the internet, or by completing, dating and returning the enclosed Proxy Card in the enclosed postage-paid envelope. Your shares cannot be voted unless you vote by telephone or internet, date, sign and return the enclosed Proxy Card, or attend the meeting in person. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the stockholders is important. Even if you have given your proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you will not be permitted to vote in person at the meeting unless you first obtain a proxy issued in your name from the record holder.

**************

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20, 2016:2019:

This Proxy Statement and the accompanying Annual Report are available via the Interneton our website at:http:https://ir.bruker.com

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BRUKER CORPORATION

2019 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT TABLE OF CONTENTS

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BRUKER CORPORATION
PROXY STATEMENT

        ThisWe are furnishing this proxy statement and the enclosed proxy card are furnished in connection with the solicitation of proxies by the boardour Board of directors of Bruker CorporationDirectors (the "Company""Board") for use at the 2016our 2019 Annual Meeting of Stockholders (the "2016"2019 Annual Meeting") to be held on May 20, 2016,2019, at the time and place set forth in the notice of the meeting and at any adjournments thereof. The approximate date on whichof the meeting. We are first sending this proxy statement and form of proxy are first being sent to stockholders ison April 22, 2016.17, 2019.

GENERAL INFORMATION ABOUT THE 2019 ANNUAL MEETING AND VOTING MATTERS

        The holders of a majority in interest of all of the Company'sour common stock, par value $.01 per share, ("Common Stock") issued, outstanding and entitled to vote are required to be present in person or be represented by proxy at the 20162019 Annual Meeting in order to constitute a quorum for the transaction of business. Each share of Common Stockour common stock outstanding on the record date of March 25, 2019 will be entitled to one vote on all matters.

        For Proposal No. 1, the candidates for election as Class I directors and Class II director at the 2016 Annual Meeting who receive the highest number of affirmative votes will be elected to serve in the respective class. For Proposal No. 2, approvalA description of the 2016 Incentive Compensation Plan, the affirmative votevoting requirements and related effect of holders of a majority of the shares of Common Stock represented in person or by proxyabstentions and entitled to votebroker non-votes on the proposal will be requiredeach item proposed for approval.

        Because abstentions with respect to any matter are treatedstockholder action is as shares present or represented and entitled to vote for the purposes of determining whether that matter has been approved by the stockholders, abstentions have the same effect as negative votes for Proposal No. 2. Additionally, "withhold" votes for any of the nominees for election as a director will have no effect on the election of the nominees.follows:

        If the enclosed proxy card is properly executed and returned, it will be voted in the manner instructed by the stockholder. If a proxy card is properly submitted but contains no instructions, the shares represented thereby will be voted FOR theall nominees for director in Proposal No. 1 and FOR approval of the 2016 Incentive Compensation Plan in ProposalProposals No. 2.2 and 3. In addition, if other matters come before the meeting, the persons named in the accompanying proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. Any person signing the enclosed form of proxy has the power to revoke it by voting in person at the meeting or by giving written notice of revocation to the Secretary of the CompanyBruker at any time before the proxy is exercised. Please note, however, that if your shares are held of record by a broker, bank or nominee and you wish to vote at the meeting, you will not be permitted to vote in person unless you first obtain a proxy issued in your name from the record holder.

        If your shares are held in the "street name" of a broker or other nominee, the broker or nominee may not be permitted to exercise voting discretion with respect to certain of the proposals to be acted

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upon. If the broker or nominee is not given instructions as to how to vote such shares, the broker does not have discretionaryhas authority under New York Stock Exchange rules to vote those shares for or against "routine" matters, such as Proposal No. 3. Brokers cannot vote on their customers' behalf on "non-routine" matters such as the election of directors in Proposal No. 1 and the approval of the 2016 Incentive Compensation Plan in Proposal No. 2. These rules apply notwithstanding the fact that shares of the Company's Common Stock are traded on the NASDAQ Global Select Market. If you provide voting instructions to the broker or nominee holder of your shares for either Proposal No. 1 or Proposal No. 2, but2. If you do not provide voting instructions for botheach of these proposals, yourthis will result in a "broker non-vote" with respect to the matters for which you did not provide voting instructions. If the brokerage firm lacks discretionary voting power with respect to an item that is not a routine matter and you do not provide voting instructions, those shares will be counted for purposes of establishing a quorum to conduct business at the 20162019 Annual Meeting, will be voted in accordance with your instructions on the particular matters for which you have provided instructions, and will result in a "broker non-vote" with respect to the matters for which voting instructions have not been provided. If you do not provide voting instructions to the broker or nominee holder of your shares for at least one of the proposals to be considered at the 2016 Annual Meeting, your shares will not be represented by proxy and thereforebut will not be counted for purposes of establishing a quorum to conduct business at the 2016 Annual Meeting or determining whether stockholder approval of any particular matter has been obtained.

        The CompanyWe will bear the cost of theany proxy solicitation. Although it is expectedwe expect that the solicitation will be primarily by mail, regular employees or our representatives of the Company (none of whom will receive any extra compensation for their activities) may also solicit proxies by telephone, facsimile and in person and arrange for brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals at the expense of the Company.our expense.

        The Company's 2015We will hold the 2019 Annual Meeting at the offices of Nixon Peabody LLP, 53 State Street, Boston, Massachusetts. You can obtain directions to the meeting by contacting Investor Relations at (978) 663-3660, extension 1479.

        We are mailing our 2018 Annual Report, including the Company'sour audited financial statements for the fiscal year ended December 31, 2015, is being mailed2018, to stockholders concurrently with this proxy statement.

        The Company'sOur principal executive offices are located at 40 Manning Road, Billerica, Massachusetts 01821, and itsour telephone number is (978) 663-3660.

RECORD DATE AND VOTING SECURITIES
Record Date and Voting Securities

        Only stockholders of record at the close of business on March 24, 201625, 2019 are entitled to notice of and to vote at the 20162019 Annual Meeting. On March 24, 2016, the Company had25, 2019, 156,814,676 shares of Bruker Corporation common stock were outstanding and entitled to vote 162,754,756 shares of Common Stock.vote. Each outstanding share of Common Stockour common stock entitles the record holder to one vote. Broadridge Financial Solutions, Inc. will tabulate all votes that are received prior to the date of the 20162019 Annual Meeting. The inspector of elections, who will be one of our employees or one of our attorneys, will receive Broadridge's tabulation, tabulate all other votes, and certify the voting results.

CORPORATE INFORMATION

        Bruker Corporation was incorporated in Massachusetts as Bruker Federal Systems Corporation. In February 2000, we reincorporated in Delaware as Bruker Daltonics Inc. In July 2003, we merged with Bruker AXS Inc., and we were the surviving corporation in that merger. In connection with that merger, we changed our name to Bruker BioSciences Corporation and formed two operating subsidiaries, Bruker Daltonics and Bruker AXS, into which we transferred substantially allTable of their respective assets and liabilities, except cash. We acquired Bruker Optics Inc. in July 2006 and the Bruker BioSpin group of companies in February 2008. In connection with the Bruker BioSpin acquisition, we changed our name to Bruker Corporation. Our four principal operating segments are Bruker BioSpin, Bruker CALID, Bruker Nano and Bruker Energy & Supercon Technologies, or BEST.Contents

PROPOSAL NO. 1
ELECTION OF DIRECTORS

        The first proposal on the agenda for the 2016 Annual Meeting is the election of Frank H. Laukien, John Ornell, Richard A. Packer and Robert Rosenthal to serve as Class I directors for three-year terms beginning at the 2016 Annual Meeting and ending at our 2019 Annual Meeting of Stockholders or until a successor has been duly elected and qualified and the election of Cynthia M. Friend to serve as a Class II director for a one-year term beginning at the 2016 Annual Meeting and ending at our 2017 Annual Meeting of Stockholders or until a successor has been duly elected and qualified. The Company'sOur Certificate of Incorporation, as amended, provides that the board of directors shallour 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 of directors,Board, each class consisting, as nearly as possible, of one-third the total number of directors. There are currently fourteenten members of our board of directors,Board, consisting of sixfour Class I directors serving terms expiring at the 2016 Annual Meeting of Stockholders in 2019, four Class II directors serving terms expiring at the Company'sour 2020 Annual Meeting of Stockholders in 2017 and fourtwo Class III directors serving terms expiring at the Company'sour Annual Meeting of Stockholders in 2018.2021. The four Class I directors whose terms expire at the 2019 Annual Meeting are Frank H. Laukien, John Ornell, Richard A. Packer and Robert Rosenthal.

        The first proposal on the agenda for the 2019 Annual Meeting is the election of Frank H. Laukien, John Ornell and Richard A. Packer to serve as Class I directors for three-year terms beginning at the 2019 Annual Meeting and ending at our 2022 Annual Meeting of Stockholders and the election of Robert Rosenthal to serve as a Class III director for a two-year term beginning at the 2019 Annual Meeting and ending at our 2021 Annual Meeting of Stockholders, or in each case, until a successor has been duly elected and qualified.

        Effective as of the 20162019 Annual Meeting, in conjunction with the expiration of the terms of the sixfour current Class I directors, the classes will be adjusted to consist of fourthree Class I directors, fivefour Class II directors and fourthree Class III directors. At the 20162019 Annual Meeting, fourthree nominees will be elected as Class I directors to serve for terms expiring at the 20192022 Annual Meeting of Stockholders. Additionally, although our bylaws provide that vacancies may remain unfilled or may be filled by a majority vote of the directors then in office,Stockholders and one nominee will be elected as a Class IIIII director to serve for a term expiring at the 20172021 Annual Meeting of Stockholders to fill the vacancy in the class of Class II directors.

Stockholders. Each of the nominees for Class I director, Frank H. Laukien, John Ornell and Richard A. Packer, was previously elected by our stockholders and Robert Rosenthal, is currently serving as a Class I director. The nominee for Class III director, Robert Rosenthal, is currently a Class I director and we are proposing to elect him as a Class III director at this Annual Meeting to more evenly balance the classes. All nominees were unanimously approved by our board of directors,Board, including unanimous approval by our independent directors, upon the unanimous recommendation of the Nominating Committee which is comprised of three independent directors.Committee.

        Wolf Dieter-Emmerich and Brenda J. Furlong,Joerg C. Laukien, who have served as a Class I directorsIII director since 2007, have not been nominated for re-election and, accordingly, their service on the board of directors will terminate at the 2016 Annual Meeting.2003, retired in November 2018.

        Unless marked otherwise, proxies received will be votedFOR the election of each of the nominees for the office ofas director. If any such nominee is unwilling or unable to serve as a nominee for the office of director at the time of the 20162019 Annual Meeting, the proxies may be voted for a substitute nominee who shallwill be designated by the present board of directorsBoard to fill such vacancy. Alternatively, if no such nominee is designated, a vacancy will be created in Class I or Class II,III, as applicable. The board of directorsBoard 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 Frank H. Laukien, John Ornell and Richard A. Packer and Robert Rosenthal to serve as Class I directors and FOR the election of Cynthia M. FriendRobert Rosenthal to serve as a Class IIIII director.

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CORPORATE GOVERNANCE

Certain Information Regarding Directors and Nominees

        The biographies of the nominees and each of our continuing directors are below contain information regarding each person's service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and include the experiences, qualifications, attributes or skills that caused the board of directorsBoard to determine that the person should serve as a director of the Company.Bruker.

Nominees for Election to a Three-Year Term Expiring at the 20192022 Annual Meeting

Mr. Ornell is retired from Waters Corporation, 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. Mr. Ornell joined Waters in 1994 and served there 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.

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Nominee for Election to a Term Expiring at the 2021 Annual Meeting

Dr. Rosenthal serves as Chairman of the Board of Taconic Biosciences, Inc., a privately-held provider of research models for the pharmaceutical and biotech industry, where from 2014 to 2018 he also served as Chief Executive Officer. Dr. Rosenthal previously served since 1995 in a variety of senior management positions with companies involved in the development of diagnostics, therapeutics, medical devices, and life sciences tools, most recently including from 2010 through 2012 as President and Chief Executive Officer of IMI Intelligent Medical Implants, AG, a medical technology company, and from 2005 through 2009 as President and Chief Executive Officer of Magellan Biosciences, Inc., a provider of clinical diagnostics and life sciences research tools. Earlier in his career, Dr. Rosenthal served in senior management positions at Perkin Elmer Inc. and Thermo Fisher Scientific, Inc. Dr. Rosenthal has served since 2007 as a director of Safeguard Scientifics, Inc., a publicly-traded provider of capital for early- and growth-stage companies, and as Chairman of its board of directors since May 2016. He also currently serves as a director of Galvanic Applied Sciences, Inc., a privately-held Canadian company, and as a director of The ECHO Group, a privately-held information management 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 due to his public company board experience as well as an entrepreneurial perspective due to his success as an entrepreneur.

Dr. Rosenthal serves on our Audit Committee.

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Directors Continuing in Office until the 2020 Annual Meeting

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Directors Continuing in Office until the 2021 Annual Meeting

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BOARD LEADERSHIP STRUCTURE
Board Leadership Structure

        Under our bylaws, the chairman of the Company's board of directorsour Board has the power to preside at all meetings of the board.Board. Dr. Frank Laukien, our Chief Executive Officer and President, serves as the Chairman of our board of directorsBoard and has done so throughout the time we have been a public company. Although the boardBoard believes that the combination of the Chairman and Chief Executive Officer roles is appropriate in the current circumstances, the boardBoard does not have a fixed policy regarding the combination or separation of the offices of Chairman and Chief Executive Officer. Our board of directorsBoard believes that it should have the flexibility to make these determinations at any given point in time in the way that it considers best to provide appropriate leadership for the CompanyBruker at that time.

        The Chief Executive Officer is appointed by our boardBoard to manage the Company'sour daily affairs and operations. Dr. Laukien's extensive industry knowledge and long history of direct involvement in the Company'sour operations make him best suited to serve as Chairman in order to (i) leadto:

•

Lead the boardBoard in productive discussions on important matters affecting the Company; (ii) createBruker;



•

Create a firm link between management and the boardBoard and promote the development and implementation of corporate strategy; (iii) determine



•

Determine necessary and appropriate agenda items for meetings of the boardBoard with input from the independent lead director and boardBoard committee chairpersons; and (iv) determine



•

Determine and manage the amount of time and information devoted to discussion and analysis of agenda items and other matters that may come before the board.Board. Additionally, his significant equity ownership, at over 24%approximately 26% of the outstanding shares of the Company'sour common stock, means that he has a close and direct alignment of interests with the interests of our other stockholders.

        While we believe that having a unified Chairman and Chief Executive Officer is appropriate and in the best interests of the Company and its stockholders at this time, our boardOur Board structure also fosters strong oversight by independent directors. Since 2004, an independent lead directorDr. William Linton has been appointed as our lead independent director by the independent directors to ensure an independent leadership contact.leadership. The lead independent director's responsibilities include: (i) consulting

•

Consulting with the Chairman regarding agenda items for boardBoard meetings; (ii) chairing



•

Chairing executive sessions of the independent directors; (iii) calling



•

Calling executive sessions of the independent directors of the board and advising the Chairman and Chief Executive Officer of actions or deliberations at such sessions; (iv) acting



•

Acting as a liaison between the independent directors and the full board,Board, as necessary; and (iv) establishing,



•

Establishing, in consultation with the Chairman and Chief Executive Officer and any appropriate boardBoard committees, procedures to govern the board'sBoard's work, ensuring that the board of directorsBoard is appropriately approving strategy and supervising management's progress. Dr. William Linton has served in the role of lead director since the position was established in 2004. Our Chairman and Chief Executive Officer consults periodically with the lead director on governance matters and on issues facing the Company. In addition, the lead director serves as the principal liaison between the Chairman and the independent directors and presides at executive sessions of independent directors at regularly scheduled in-person board meetings. The board of directorsBoard believes that this approach appropriately and effectively complements the Company'sour combined Chairman and Chief Executive Officer.Officer role.

Board Meetings and Board Committees

BOARD MEETINGS, COMMITTEES AND COMPENSATION

        There are currently fourteenten members of our board of directors. TwelveBoard. All of our current directors namely Wolf-Dieter Emmerich, Stephen W. Fesik, Brenda J. Furlong, Marc A. Kastner, Richard D. Kniss, William A. Linton, Gilles J. Martin, John Ornell, Richard A. Packer, Hermann Requardt, Robert Rosenthal and Chris van Ingen,director nominees, other than Frank Laukien, our Chief Executive Officer, meet the independence requirements of the NASDAQNasdaq Stock Market, LLC, or NASDAQ,Nasdaq, listing standards. AllOur former director Richard Kniss, whose term expired in May 2018, was also determined to be independent when serving as a member of our Board. Our former director nominees, other than Dr. FrankJoerg Laukien, arewho retired in November 2018, was not an independent under such standards.director. In making its independence determinations, the board of directorsBoard considered, among other things, relevant transactions between the CompanyBruker and entities associated with the independent directors, as further described in this proxy statement under the

heading "Transactions with Related Persons," and determined that none have

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any relationship with the CompanyBruker or other relationships that would impair the directors' independence. The Board meets in executive session during each regularly scheduled Board meeting.

        Following the 2019 Annual Meeting, the Board will consist of ten members, nine of whom are independent.

        During 2015,2018, the board of directors of the CompanyBoard held six meetings.five meetings and acted by unanimous written consent three times. Our incumbent directors, on average, attended 97 percent95% of boardBoard and committee meetings during 2015.2018. No director attended less than 75 percent75% of the total number of 20152018 meetings of the board of directorsBoard and boardBoard committees of which he or she was a member. It is the policy of our board of directorsBoard that at least two directors, including at least one independent director, attend our Annual Meeting, either in person or by telephonic conference. Two directors, including one independent director, attended our 20152018 Annual Meeting.

        As described below, the board of directorsBoard has three standing committees: an Audit Committee, a Compensation Committee and a Nominating Committee. Each Committee's charter is available on our website at https://ir.bruker.com under the "Corporate Governance" section.

        Audit Committee.    The Audit Committee of the board of directors is currently comprisedconsists of Brenda J. Furlong, John Ornell, Richard A. Packer,Adelene Q. Perkins and Chris van Ingen,Robert Rosenthal, each of whom satisfies the applicable independence requirements of the rules and regulations of the SEC and NASDAQ.Nasdaq. Under these rules, we are required to have an Audit Committee consisting of at least three independent members. The Audit Committee met seven times during 2015. Each of Ms. Furlong,2018. Mr. Ornell, Chair of the Audit Committee, and Mr. Ornell qualifies as an audit committee financial expert pursuant to applicable SEC rules and regulations.

The Audit Committee providesCommittee:

•

Provides assistance to the board of directorsBoard in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, treasury, financial reporting and internal control functions of the CompanyBruker and its subsidiaries. The Audit Committee workssubsidiaries;



•

Works extensively with the independent auditors, pre-approves all audit and non-audit services provided to the Companyus by itsour independent auditors, reviews the performance of the independent auditors and replaces or terminates the independent auditors when circumstances warrant. The Audit Committee is also charged with establishingwarrant; and monitoring



•

Establishes and monitors procedures for (i) the receipt, retention or treatment of complaints received by the Companyus regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential submission by the Company'sour employees of concerns regarding questionable accounting or auditing matters.

        None of the members of the Audit Committee has participated in the preparation of anyour financial statements of the Company at any time during the last three fiscal years. The Audit Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        Compensation Committee.    The Compensation Committee is comprisedcurrently consists of Wolf-Dieter Emmerich, Stephen W. Fesik,Cynthia Friend, Richard D. KnissPacker and effective as of April 1, 2016, Hermann Requardt, all of whom meet the independence requirements of the NASDAQ Listing Rules.Nasdaq. The Compensation Committee met teneight times and acted by unanimous written consent three times during 2015.2018. Mr. KnissPacker is the ChairmanChair of the Compensation Committee. The Compensation Committee (i) administers the Company'sCommittee:

•

Administers our stock incentive plan; (ii) determines



•

Determines the chief executive officer's salary, bonus, and equity based compensation; (iii) oversees



•

Oversees the executive compensation program for the Company'sour other executive officers; and (iv) determines



•

Determines such compensation, reviews general policy matters relating to compensation and employee benefits and makes recommendations concerning these matters to the board of directors. From time to time, the Company expects that various of its senior executive officers will provide analysis and recommendations to the Compensation Committee on compensation issues, as requested by the Compensation Committee. In particular, the Chief Executive Officer annually evaluates the performance of the executive officers who report directly to him, including, without limitation, the Chief Financial Officer, and makes recommendations to the Compensation Committee regarding such executive officers' compensation. Additionally, the Chief Financial Officer provides the Chief Executive Officer input on the annual evaluations of the performance of the Company's other executive officers and makes recommendations to the Compensation Committee regarding the compensation of these executive officers. The Compensation Committee reviews these performance evaluations and recommendations




Board.

and discusses the recommendations with our Chief Executive Officer and, as appropriate, our Chief Financial Officer. In some cases, these discussions may lead to adjustments to an executive officer's performance evaluation and compensation recommendation. In other cases in which the Compensation Committee deems it appropriate, the evaluations and management recommendations may be approved by the Compensation Committee with little or no change.        Our Chief Executive Officer, Chief Financial Officer, General Counsel and our Corporate Vice President—Senior Director of Human Resources may routinely attend meetings of the Compensation Committee to provide information relating to matters the Compensation Committee is considering. The Compensation

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Committee may, from time to time, meet in executive session without any executive officers or other members of management present. The Compensation Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        Nominating Committee.    The Nominating Committee is comprisedcurrently consists of Wolf-Dieter Emmerich, Marc A. Kastner, and Richard A. Packer and William A. Linton, all of whom meet the independence requirements of the NASDAQ Listing Rules. Mr. PackerNasdaq. Dr. Kastner is the ChairmanChair of the Nominating Committee. The purpose ofNominating Committee:

•

Assists the Nominating Committee is to assist the boardBoard in identifying and recruiting individuals qualified to become boardBoard members, consistent with criteria approved by the board, and to recommendBoard;



•

Recommends to the boardBoard nominees for election to the office of director at the next annual meeting of stockholders, or for election to fill any vacancies between annual meetings. While the board of directors retains responsibility for selecting nomineesmeetings; and recommending them for election by the Company's stockholders, the Nominating Committee is responsible for developing



•

Develops and implementingimplements a process to identify qualified and willing candidates for recommendation to the board. The Nominating Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

Board.

        The Nominating Committee met four times during 2015.2018. In addition, to these meetings, members of the Nominating Committee communicated periodically throughout the year regarding candidates for director and director nomination matters. At a meeting held in February 2016,2019, the Nominating Committee unanimously recommended each of the current nominees for director to the full board of directors.

        In addition to the standing committees described above, in 2013 the board of directors established a temporary BEST Special Committee, comprised of Chris van Ingen, Frank Laukien and Joerg Laukien, to focus on key issues relating to the Company's Bruker Energy and Supercon Technologies division. The BEST Special Committee was terminated effective April 1, 2016.Board.

DIRECTOR NOMINATIONS
Director Nominations

        On March 3, 2004, the Company adopted a policy by board resolution governing the nomination of directors, according to which the full board of directors approves all nominees for board membership. All nominees must also be approved by a majority of the Company's independent directors.        Upon recommendation of the Nominating Committee, the qualifications of candidates will be reviewed by at least a majority of theour independent directors, of the Company, as well as the full board of directors.Board. Stockholders may recommend director candidates for inclusion by the board of directorsBoard in the slate of nominees which the boardBoard recommends to stockholders for election as described below.

        The process followed to identify and evaluate potential candidates includes requests to boardBoard members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by the members of the Nominating Committee, the independent directors and the board.Board. The Nominating Committee, the independent directors and the boardBoard are each authorized to retain advisers and consultants and to compensate them for their services. NoWe retained no such advisers or consultants were retained for this purpose during 2015.2018.

        The Company doesWe do not have a formal policy with regard to the consideration of diversity in identifying director nominees, but striveswe strive to identify and recruit director candidates with a variety of complementary skills, expertise and backgrounds so that, as a group, the boardBoard will possess the appropriate talent, skills and expertise to oversee the Company'sour business. The Committee seeks to promote through the nominations process an appropriate diversity in boardBoard composition, recognizing that the Corporation'sour businesses and operations are diverse and global in nature. In considering individual director candidates, the Committee takes into account such factors as diversity in professional experience, skills and background, as well as diversity in gender, race and ethnicity. Search firms retained to assistWhen we search for new directors, the Committee are advisedadvises our search firms to actively seek to identify qualified, diverse candidates, including women and minorities. As a global company with worldwide operations, we also strive to maintain geographic and international diversity on our Board by ensuring an appropriate mix of directors with experience operating international businesses in other geographies.

        In considering whether to recommend any candidate for inclusion in the board'sBoard's slate of recommended director nominees, including any candidate recommended by a stockholder, the boardBoard and the independent directors apply the criteria which are set forth in a resolution of the board approved and adopted on March 3, 2004.

        These criteria include, but are not limited to, the following:following criteria:

•

experience in aspects of business or technology relevant to the Company'sour business;



•

sufficient time available to devote to the affairsour affairs;

We believe that the combination of a high proportion of total compensation tied to share price performance and the option and restricted stock awardsa four-year vesting period of four yearsfor equity awards further aligns the interests of our executives with thosethe long-term interests of our stockholders.

20142018 Say on Pay Vote

        At the Company's 2011 Annual Meeting of Stockholders, our stockholders voted on a proposalWe hold annual advisory votes on the frequency of future stockholder advisory votes regarding the compensation of the Company'spaid to our named executive officers. A frequency of once every three years received the highest number of votes cast, as well as a majority of the votes castofficers, or "say on the proposal. Accordingly, we hold an advisory say on pay vote every three years. In May 2014, our stockholders cast the most recent advisory vote on the Company's executive compensation decisions and policies as disclosed in the proxy statement for the 2014 Annual Meeting of Stockholders.pay" votes. Over 98%99% percent of the shares voted on the matter"say on pay" at the 2014our 2018 Annual Meeting of Stockholders approved theour named executive officer compensation decisions and policies described in the 2014our 2018 proxy statement. The Compensation Committee considered this result in 20142018 and determined that it was not necessary to make any material changes to the Company'sour compensation policies and practices in response to the most recent advisory vote. However, the Compensation Committee regularly reviews the compensation programs of our executive officers to ensure that they achieve our objectives. Our stockholderspractices. We will next be askedask our stockholders to cast a vote on the frequency of future stockholder advisory"say on pay" votes regarding executive compensation and an advisory vote regarding executive officer compensation at the Company's 2017our 2023 Annual Meeting of Stockholders.

Executive Compensation Philosophy and Process

Key Considerations in Setting Compensation

        Our key objectives in structuring and determining executive compensation are to:

•

attract and retain qualified executive officers not only by offering fair, competitive and comprehensive compensation packages;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;



•

motivate existing officers to perform by providing meaningful incentive-based compensation;compensation that aligns our executives' interests with those of our long-term stockholders and other stakeholders;



•

alignpay for performance by aligning executive compensation with Bruker Corporation'sour annual and long-term strategic performance goals; and



•

balance both the short-term goalsdevelop incentives to achieve high levels of the Company with a focus on creatingshort and sustainable long-term value for our stockholders,company performance, without encouraging excessive or unnecessary risk-taking.

        To achieve these objectives, we have embraced a compensation philosophy that seeks to align compensation with our strategic objectives and reward our executive officers for meeting or exceeding certain pre-determined performance goals. Executive compensation at Bruker is based in large part on a pay-for-performance philosophy, through annual incentive bonus awards which emphasize both company and individual performance measures that correlate closely with the achievement of our short and long termshort-and long-term strategic performance objectives. To motivate our 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's performance, and we augment this cash compensation with equity grants. In structuring executive compensation, the Compensation Committee focuses on our goal of long-term enhancement of shareholder value through grants of equity incentive awards with extended multi-year vesting schedules.

Role of the Compensation Committee

        Our Compensation Committee oversees management's administration of our executive compensation program, is administered by the Compensation Committee of the board of directors. The Compensation Committee oversees the Company's equity incentive plan, including determiningincluding:

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Determining overall option and restricted stock award guidelines and aggregate share usage and dilution levels, determines



•

Determining the Chief Executive Officer's salary, target and actual bonus, and equity-based compensation, oversees

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Overseeing the executive compensation program for our other executive officers, including reviewing and approving the overall values and forms of compensation for the named executive officers, listed in the Summary Compensation Table included in this proxy statement as well as for other officers, reviews



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Reviewing general policy matters relating to compensation and employee benefits, and makes



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Making recommendations concerning these matters to the board of directors.




Board.

        The Compensation Committee conducts the annual performance evaluation of our Chief Executive Officer. Generally, the process begins with the Chief Executive Officer completing a self-evaluation, which is submitted to the Compensation Committee for review and discussion. As part of this review, the ChairmanChair of the Compensation Committee may solicit views from other members of our board of directors,Board, after which the ChairmanChair of the Compensation Committee provides feedback to the Chief Executive Officer. The Compensation Committee uses this evaluation along with market data comprised of peer group and salary survey information in setting the Chief Executive Officer's compensation.

        For executive officers other than our Chief Executive Officer, the Compensation Committee relies primarily on input and recommendations from our Chief Executive Officer in the case of our Chief Financial Officer and Group presidents. In the case of our other executive officers who report directly to our Chief Financial Officer, the Compensation Committee relies primarily on the input and recommendations from our Chief Financial Officer. Our Chief Executive Officer and our Corporate Vice President of Human Resources also may contribute input to the Compensation Committee in connection with its evaluation of executive officers' performance objectives and performance of the executive officers against those objectives to assist it in making appropriate decisions regarding salary and incentive awards. The Corporate Vice President of Human Resources may also provide market analyses and other relevant market intelligence to the Compensation Committee as part of its evaluation and deliberations.

Prior to the end of the first quarter of each fiscal year, the Compensation Committee reviews and approves changes to our executive officers' total target cash compensation, including base salary and target incentive compensation. During the first quarter of each fiscal year,Also during this time, the Compensation Committee also reviews recommendations from management on the most recently completed fiscal yearprior year's short-term incentive compensation programs relative to anticipated corporate and individual performance. Additionally, during the first quarter of each fiscal year, the Compensation Committee reviews and makes recommendations to the full board of directorsBoard regarding any changes to board compensation. The Compensation Committee generallyBoard compensation and reviews recommendations for long-term equity incentive awards during the second and third quarters of the fiscal year.awards.

        The Compensation Committee assesses competitive market compensation for our executive officers using a variety of external sources, including cash and long-term incentive compensation data derived from independent sources, including market surveys and proxy information, for a reference group of publicly-traded companies in the same or similar industries. 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. The Company has retained independent consulting firm Radford Consulting, or Radford, since September 2013 to provide support in evaluating the Company's executive compensation levels and practices, particularly with respect to total direct compensation, internal pay equity, pay for performance alignment, and long-term incentive award levels, and types of equity vehicles and processes, including the impact of overall stockholder dilution resulting from equity awards.

        The 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 executive officers in recognition of exceptional individual performance or contributions to Company performance. Additionally, the Compensation Committee may exercise its discretion not to approve cash incentive plan awards calculated to have been earned under a pre-established cash incentive plan of an executive officer in the event the Compensation Committee determines that such executive officer has violated CompanyBruker policies or has failed to meet minimum performance expectations of an executive officer in that executive's position.expectations. The Compensation Committee may also recoup incentive compensation payments if it determines that a recipient has engaged in activities detrimental to our business, as well as excess payments made

resulting from before a financial restatement which resultsresulting from material non-compliance with accepted financial requirements or reporting standards.

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Role of Management

        The Chief Executive Officer, with the assistance of the Chief Financial Officer, is responsible for making recommendations to the Compensation Committee for our Company-wide financial performance goals and their respective weightings. He is also responsible for making recommendations to the Compensation Committee for the individual incentive goals and weightings for the Company'sour other executive officers. The Chief Executive Officer is also responsible for developing and providing a proposal to the Compensation Committee for his own cash incentive plan, including the goals, weightings and target levels. The Compensation Committee reviews the recommendations of the Chief Executive Officer and Chief Financial Officer and determines the final incentive plan structure and goals for each of the executive officers, including threshold performance and target incentive paymentperformance levels. After the close of the fiscal year, the Chief Executive Officer, assisted by the Corporate Vice PresidentChief Financial Officer and the Senior Director of Human Resources, provides the Compensation Committee with his assessment of the performance of the other executive officers against their respective bonus goals and proposed cash incentive plan payout. When determining the cash incentive plan payout for our executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on its assessment of each executive officer's performance relative to his or her performance-based goals.

        The Chief Executive Officer and the Corporate Vice PresidentSenior Director of Human Resources participate in Compensation Committee meetings, at the request of the Compensation Committee, to provide background information and explanations supporting compensation recommendations, including the results of annual performance evaluations for our Chief Executive Officer,named executive officers. The Chief Financial Officer may participate in Compensation Committee meetings to provide perspective and supplemental information related to our financial goals and other named executive officers.financial plan topics.

Role of Compensation Consultants

        In light of the growth and evolution in recent years in theour size and complexity of the Company and itsour global operations, changes in the competitive landscape as a result of industry consolidation and changes in the Company'sour own organizational and management structure, the Compensation Committee and management have worked with independent consulting firm Radford Consulting, or Radford, to, among other things, providereview market surveys, observations and recommendations regarding our executive compensation program relative to other similarly situated public companies and providereceive external perspectiveperspectives on evolving trends related to executive compensation program design, and best practices and changes in the changing regulatory landscape.

        Since September 2013, Company management has engaged Radford to provideprovides support to management and the Compensation Committee, including the selection of a peer group of companies and development of peer group survey data, as well as analysis and advice on the Company'sour executive compensation structure, program design and market practices. Services provided during fiscal 20152018 by Radford under its engagement with the Company included working with the Companyus to assess the current peer group for reasonableness and various compensation analyses and assessments.assessments, including with respect to the 2018 CEO pay ratio analysis. The analyses and recommendations provided by Radford were among the inputs considered in the evaluation of the Company'sour compensation process, program design and executive compensation determinations for 2015.2018. The selected peer group is generally used for compensation assessments and analyzing the Company'sour executive compensation pay levels and practices, including the Company'sour share allocation and utilization for employee equity awards as compared with peer companies. Additionally, in 2015, the Company retained Radford to perform an assessment of the Company's 2010 Incentive Compensation Plan, performing modeling based on shareholder advisory firm guidelines, such as those of ISS and Glass Lewis, and also assessing the Plan against evolving standards of governance and best practice provisions. The recommendations from Radford were considered in the Company's development of its 2016 Incentive Compensation Plan that is proposed for stockholder approval at the 2016 Annual Meeting.

        Aon and Aon Hewitt, affiliates of Radford, also provided insurance consulting services to the Company in 2015 for which services they received aggregate fees of $50,000 in 2015.        For its services as anour executive compensation consultant, to the Company, Radford received aggregate fees of approximately $76,000$74,000 in 2015,2018, as well as approximately $34,000$57,000 for non-executive compensation consulting and surveys. The Committee has evaluated Radford's independence by considering each of the independence factors adopted by NASDAQNasdaq and the SEC. Based on such evaluation, the Committee determined that no conflicts of interest existed during fiscal 20152018 or exist currently. The Compensation

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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.

Peer Group Review and Market Data

        In establishing and evaluating fiscal 20152017 compensation for our executive officers, the Compensation Committee utilized survey market data and peer group analysis provided by Radford. 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 along withand industry. Radford generally targeted companies in the range of ¹/1/2 to 3three times the size of the CompanyBruker across various categories, taking into accountconsidering the global complexity and reach of the Company.Bruker. The market data provided by Radford was based on published survey sources, including Radford's Global Technology Survey and Aon Hewitt's Total Compensation Management Database, as well as recent proxy statements of the Company'sour peer group companies. The Compensation Committee references ranges of the market data provided, including the 10^th, 25^th, 50^th,10th, 25th, 50th, and 75^th75th percentiles, considering all of these sources in determining the appropriate level of compensation for our executive officers.

        For fiscal 20152018 compensation evaluations, the Compensation Committee determined that certain changes were needed to better align the 2017 peer group's revenue levels and total market value to the 50th percentile. This new peer group identified by Radford and referencedapproved by the Compensation Committee was comprised of 17 other companies in the scientific tools, instruments, and services industries. The Compensation Committee believes that a peer group consisting of competitors of various sizes provides useful insight for its consideration of compensation levels, including information about the range and median of competitive salaries, cash bonuses and long-term incentives. In addition to industry, complexity and size characteristics, the Compensation Committee also considers the extent to which our selected peer group companies consider us a peer, how other third partythird-party organizations categorize the Company, such(such as the Standard and Poor's GICS methodology,methodology) categorize Bruker and other companies which shareholder advisory firms such(such as ISS,ISS) consider comparable to us. The Committee also strives for consistency in the peer group from year to year, in order to maintain consistency of results. The same peer group has generally been used since 2013, with minor modifications generally due to industry consolidation. In 2015,2018, at the time Radford compiled data for the peer group companies, the companies in our new selected peer group ranged in size on a revenue basis from approximately $1.5$0.96 to $2.8$2.1 billion, at the 25th and 75th percentiles, respectively, with a median of $2.2$1.8 billion, compared to our 2014trailing twelve-month revenue of $1.80$1.77 billion, and a range of 3,542 to 7,412 employees at the 25th and 75th percentiles, respectively, with median number of employees of 6,8005,218 compared to our 6,100 as of December 31, 2014.6,300. The peer group considered by the Compensation Committee for its evaluation of 20152018 executive compensation levels and practices included:

        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 20152018 compensation packages.

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        Consistent with our compensation objectives and philosophy, when setting compensation for our named executive officers the Compensation Committee focuses on providing a competitive and complementary mix of components, including base salary, annual incentive compensation and long-term equity incentive awards, designed to work together to reward performance and create incentives that encourage behavior consistent with the overall interests of the Company.

        In determining compensation packages for our named executive officers, the Compensation Committee seeks to strike an appropriate balance between fixed and variable compensation and between short-and long-term compensation. We believe that making a significant portion of our named executive officers' compensation variable and long-term supports our pay-for-performance executive compensation philosophy, while also mitigating potential excessive risk-taking behavior.

Components of Executive Compensation

        Total direct 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 restricted stock unit grants.

        Annual Base Salary.    Base salaries are determined based on a variety of factors, including each officer's level of responsibility, scope of the role, experience and potential, performance and a comparison of salaries paid to peers within the CompanyBruker and to those with similar roles at other similarly situated companies, including those found in the market surveys and peer group data reviewed by the Compensation Committee. Base salaries are set at levels that the Compensation Committee believes are reasonably competitive to allow us to attract and retain qualified executives. Base salaries are reviewed annually and may be adjusted after considering the various factors described above.

        Annual Cash Incentive Awards.    Annual incentive awards in the form of performance-based cash incentive bonuses for the Chief Executive Officer and our other executive officers are based upon management's success in meeting our financial and strategic goals. Specific criteria for these awards are based onachieving a combination of quantitative financial and individual measures established each year by the Compensation Committee after consultation with management. The specific goals vary for each executive officer based on responsibilities and role within our CompanyBruker and may include financial or strategic measures, including, among others, revenue growth, gross profit and operating profit margin improvement, working capital ratio improvements, achieving return on invested capital goals, meeting earnings per share targets, identifying and developing new product and market opportunities and furthering or achieving other strategic initiatives. The individualmeasures. Individual goals are intended to reward performance which results in our CompanyBruker meeting or exceeding its financial or operational goals.

        The Compensation Committee also considers the mix of performance goals in order to balance the incentives created to mitigate risks that may be associated with a particular performance goal. In 2015, for example, the cash incentive plans established for our corporate level officers, including our Chief Executive Officer and Chief Financial Officer, consisted of a revenue target goal along with targets for non-GAAP operating profit improvement, working capital and non-GAAP earnings per share, such that the combination of goals emphasized profitable revenue growth and cash flow improvements as well based on the business plan approved by our board of directors. For our Group presidents, the financial metrics included revenue growth, increases in non-GAAP operating and gross profit, improvements in working capital, and linkage to the overall Bruker profit results to ensure alignment and teamwork

across the leadership team. Through a mix of quantitative 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 our CompanyBruker or the particular operations under the executive officer's leadership.

        Long-Term Incentive Awards.    Equity incentive compensation in the form of stock optionsoption and restricted stock unit (RSU) awards is designed to provide long-term incentives to executive officers and other employees, to encourage the executive officers and other employeesthem 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 the recipientthem to focus on creating long-term enhancement to shareholderstockholder value. The Company's 2010

        Our 2016 Incentive Compensation Plan, or the 2016 Plan, is the vehicle used for grants of stock options and restricted stockequity incentive awards to our executive officers and other employees. CompanyThe 2016 Plan provides for the grant of awards of options, including nonqualified stock options or incentive stock options, restricted stock, unrestricted stock, restricted stock units, stock appreciation rights, performance shares and performance units, as well as cash-based awards. We primarily use RSU awards to provide a more tax-effective equity vehicle for our international employees and additional flexibility for us to deliver awards in the form of stock or cash. Our management evaluates the efficacy of our long-term incentive compensation on an ongoing basis and provides input and recommendations to the Compensation Committee with regard to the optimal form and extent of equity incentives to be granted to employees, including the executive officers.

        Stock option and restricted stock grantsEquity incentive awards are discretionary and may be granted by the Compensation Committee at any time. Historically, we have not awarded equity incentive compensation with performance-based vesting, meaning that individual vesting is not based upon the achievement of any specific goals or objectives. However, increases in stock price provide the only value available to executives from stock options, and increases in shareholder value deliver higher values in restricted stock. The Compensation Committee also considers individual and Company performance in determining the value of total and individual equity awards. The Compensation Committee has determined that equity compensation awards to executives and all other employees should be based upon the economic value of the grant award and should be considered part of the compensation package in determining award levels. In making specific grants to executives, the Compensation Committee evaluates each executive officer's total equity compensation package. The Compensation Committee also generally reviews the option and restricted stock holdings of each of the executive officers as well, including vesting and exercise price and the then current in-the-money value of such options or restricted stock, in addition to the impact of those values under various stock price scenarios. We consider long-term equity compensation to be an integral part of a competitive executive compensation package as both a way to reinforce the individual's commitment to the Company, provide "skin in the game",Bruker, create an ownership mentality and provide an important mechanism to align the interests of management with those of our stockholders.

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Mix of Compensation

        In accordance with our pay-for-performance philosophy, variable compensation in the form of short-term cash incentive compensation and long-term equity incentive awards are intended to be a significant portion of overall compensation, with this at-risk component increasing as a percentage of overall compensation potential as the individual officer's responsibility increases. For example, almost 80%approximately 84% of theour Chief Executive Officer's total compensation is variable or "at risk," meaning these amounts must be re-earned each year. Similarly, almost 60%between 50% and 69% of the total compensation of our other named executive officers is comprised of variable pay.

        Specifically, on a target basis in 2015,2018, approximately 58% of our Chief Executive Officer's total potential cash compensation at the target level was at risk through his short-term cash incentive program. Additionally, recognizing the importance of providing further incentives directly linked to the performance of our common stock and aligned with stockholder interests, in 20152018 the Compensation Committee approved market competitive long-term incentive awards to our named executive officers, including, among others, awards to Dr. Laukien, our Chief Executive Officer, and Mr. Mattacchione, then serving asHerman, our Interim Chief Financial Officer, of stock options and restricted stock grantsRSU awards valued at the time of the respective awardsgrant at over 250%377% and 70%112% of base salary, respectively, subject in each case subject to time-based

vesting over four years and continued employment. Equity awards for our Group presidents on average approximated 165%122% of base salary, signifying strong alignment for our executive team with stockholder interests. Equity compensation comprised approximately half61% of our Chief Executive Officer's total direct compensation and one-thirdapproximately half of our Interim Chief Financial Officer's total direct compensation, which includes base salary, annual bonus and long-term incentives. Long-term incentives as a percent of total direct compensation for our Group presidents also approximated half41% of their total direct compensation. Long-term incentives as a percent of total direct compensation for the named executive officers as a group, excluding former executive officers Mr. Wagner and Mr. Bachmann,including the CEO, ranged from 20%approximately 25% to 50%61%.

        The following charts and table illustrate the mix of base salary at approved 2018 levels, short-term cash incentive bonus at target levels and long-term incentive awards ("LTI") provided in the compensation packages of our Chief Executive Officer ("CEO"), and, on average, our named executive officers other than our Chief Executive Officer and former executive officers Mr. Wagner and Mr. Bachmann ("Other NEOs").

Named Executive Officer Compensation Mix

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20152018 Base Salaries

        Annual base salaries approved by the Compensation Committee for each of our named executive officers for 20152018 were as follows:

For 2015,2018, the Compensation Committee approved asalary increases ranging from 3% increase in Mr. Srega's base salary denominated in euros,to 5% for our executive named executive officers serving as such at the currencybeginning of payment, from €280,000 to €288,400. The dollar amount reported in the table above is converted from euros and reflects the impact of changes in foreign exchange rates in 2015.

        For fiscal 2015, the Compensation Committee approved a 4.1% salary increase for Dr. Laukien, our Chief Executive Officer.2018. The Compensation Committee considered this adjustmentthese increases appropriate based on the updatedits evaluation of competitive market levels, peer group survey data, reviewed by theindividual performance and market conditions. The Compensation Committee as Dr. Laukien's baseadjusted Mr. Herman's salary and total compensation potentialto $322,000 when he was and after the increase continued to be, significantly below the market median for chief executive officers of the Company's compensation peer group.

        Based on Mr. Mattacchione's positive performance evaluation and comparison to market data, the Compensation Committee initially determined that his base salary for fiscal 2015 should be increased by 4.0%, from $288,400 to $299,900. In connection with his appointment to the position of Interimappointed interim Chief Financial Officer in May 2015,on March 17, 2018, an increase of 29%. Upon Mr. Herman's election to Chief Financial Officer by the Board on June 6, 2018, the Compensation Committee approved an additional pre-tax payment of $8,000 per month during his service in that role. The change reported in the table above reflects the cumulative effect of these determinations.

        The Compensation Committee determined that, based on Dr. Munch's performance evaluation and the comparison to compensation paid to executives in comparable positions according to peer group and other market data reviewed by the Compensation Committee, Dr. Munch's base salary for fiscal 2015 should be increased by 10% from $400,000adjustment to $440,000. In August 2015, with retroactive effect to July 2015, the

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$420,000, a further increase of 31%. The Compensation Committee approved an 18% increase into Dr. Munch'sBusse's base salary to

$490,000based on his election to reflectPresident of the Bruker BioSpin Group on May 1, 2018.

        Base salary increases, other than those approved in connection with changes in Mr. Herman's and Dr. Munch's promotion to Executive Vice President and his assumption of additional duties in that capacity. The change reported in the table above reflects the cumulative effect of these determinations. Base salaries established for Messrs. Srega, Knell, Bachmann and Wagner reflect the Compensation Committee's assessment of competitive market levels, individual performance, experience and overallBusse's responsibilities, as well as internal pay equity.became effective April 1, 2018.

Cash Incentive Plans and Review of 20152018 Performance

        Annual cash incentive compensation supports the Compensation Committee's pay-for-performance philosophy and aligns individual goals with those of the Company. Under the annual short-term incentive compensation plans, or ICPs, executive officers are eligible for cash awards based on a combination of the Company'sour attainment of pre-established financial performance metrics and achievement of specific individual qualitativeperformance goals. While still measurable, individual qualitativeperformance goals may not always be as quantifiable as the financial objectives. Thus, and consistent with its past practice, the Compensation Committee structured our executive officers' 2015 cash incentive plans2018 ICPs as follows:

•

At the beginning of the fiscal year, the Compensation Committee established performance measures and goals, which included the financial and strategic metrics being assessed, performance thresholds and targets and weightings for each metric. The Compensation Committee also approved the executive officers' individual goals.



•

Also at the beginning of the fiscal year, the Compensation Committee set individual target awards for each executive officer, expressed as a percentage of base salary, based on the executive'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 executive officers' individual performance goals.



•

After the close of the fiscal year, the Compensation Committee received a report from management regarding Company, operating Group and individual performance against the pre-established performance goals.goals of the ICPs. Actual awards for 20152018 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, as determined by the Compensation Committee.

        The Compensation Committee sets the performance metrics as well as the performance thresholds and targets for each metric after consultation with management. The two primary classifications of performance goals utilized in the annual incentive plansICPs are quantitative financial goals and individual qualitative performance goals. Each performance metric represents part of the total incentive award calculation, with the quantitative financial goals accounting for, in the aggregate, 70% of the target award potential and the individual performance goals accounting for, in the aggregate, 30% of the total incentive award potential. Payments for cash incentive bonuses linked to the achievement of pre-established quantitativefinancial performance goals are calculated based on percentage achievement of the quantitativefinancial target goal. While there is no maximum payout for any individual quantitativesingle financial goal, total incentive award payouts, after combining boththe combined payout for the financial and individual portions, are subjectgoals portion of an individual's ICP is limited to a maximum amount of 200% of the individual'sfinancial incentive award target.

        Payments for individual performance goals are made in a range of 0% to 125%, based on evaluation of the named executive officer's performance and determined by the Compensation Committee according to the following schedule:

2015 Cash Incentive2018 Individual Goal Performance Measurement and Payout MeasurementLevels

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        Individual qualitativeperformance goals are generally set as stretch but attainable goals, with over-achievement of goals anticipated to occur in very limited circumstances. Additionally, the Compensation Committee may, in its discretion, award cash incentive bonuses above the target level in the event it determines that an 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. Moreover, each Group president also has a portion of his financial quantitative goals tied to the overall profitability of the Company, creating additional alignment, unity of purpose, and teamwork across the Company.

20152018 Cash Incentive Plans

        Setting Incentive Target Levels.    The Compensation Committee establishes cash incentive plans for our executive officers, including each of our named executive officers, which are designed to provide meaningful performance incentives, relative to both fixed cash compensation in the form of salary and overall potential cash compensation, consistent with the Company's strategic goals and objectives and each individual executive officer's responsibilities. The following table summarizes the 2015 cash incentive2018 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. No cash incentive plan was established for Mr. Bachmann.Mattacchione resigned effective March 16, 2018 and did not participate in the 2018 ICP program.

20152018 Cash Incentive Targets

        When setting individual target incentive levels for fiscal 2015,2018 ICPs, the Compensation Committee reviewed, for each named executive officer, individual target awards applicable in fiscal 2014,2017, the total cash compensation established for fiscal 20142017 and the projected cash compensation for fiscal 2015,

2018, 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 Committee considered long-term incentive target levels, to take into account a total direct compensation view, so that no one element was determined in isolation, but rather the entire total compensation picture was considered.isolation. Based upon this review, as well as the increase in Dr. Laukien's 2015 base salary, the Compensation Committee determined that his cash incentive target should be adjusted to provide both a meaningful increase in his total cash compensation potential and to maintain an appropriate mix of short-term fixed and variable compensation. As a result, Dr. Laukien's cash incentive target was raised to $875,000 from $800,000, or toshould remain at 140% of base salary from 133% of base salary, which represented a modest increase in Dr. Laukien's relative amount of "at risk" potential cash compensation.pay. The Compensation Committee also determined that a greater amount of Mr. Srega'sHerman's potential cash compensation should continue to be tied to performance incentives in light of his responsibilities and determined to maintain Mr. Srega'stherefore increased his cash incentive target atto 55% of base salary for 2015. Additionally,from 40% of base salary in light of2017. Finally, based on its review of peer group data and the overall compensation of each other named executive officer, the Compensation Committee determined to maintain Messrs. Mattacchione and Wagner'sthe cash incentive target at 50%for Dr. Busse and 100%make incremental increases to Dr. Munch's and Mr. Srega's cash incentive targets for 2018 to 62.5% and 57.5% of base salary, respectively, for 2015.respectively.

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        Setting Performance Goals and Thresholds.    The Compensation Committee establishes specific Corporate level quantitative financial performance goals for our executive officers with corporate responsibilities, including named executive officers Dr. Laukien and Messrs. Mattacchione and Wagner,Mr. Herman, and Group level quantitativefinancial performance goals for our executive officers with Group level management responsibilities including Mr. Srega and Dr. Munch, based on key Corporate, Group or divisional business plan goals for the fiscal year. Mr. Bachmann was not eligible to participate in our 2015 short-term incentive program. 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 profitability at the Corporate level,non-GAAP earnings per share, creating additional alignment with theour overall strategic objectives of the Company. Quantitativeobjectives.

        Financial performance goals generally reflect targeted growth over 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 that ispayout. Threshold levels are typically equal to the prior year performance. However, in the case of business plan goals for which only modest or no growth is forecast, performance thresholds may be set at 95% of the business plan goal, which may result in a performance threshold that is less than the results achieved in the prior year. For example, because our 2015Our 2018 business plan included goals of lessmore than 5% currency-adjusted revenue growth in our named executive officers' financial targets at the Corporate level and the Bruker BioSpin, Bruker CALID and Bruker Nano Group levels, the performance thresholds for Dr. Laukien's, Mr. Wagner's, Mr. Srega's and Dr. Munch's quantitative targets tied to revenue growth at the Corporate or Group level, as applicable, were set at 95% of the relevant business plan goal.levels. As a result, 2017 performance was the threshold level of 2015 revenue neededachievement for our named executive officers to earn any portion of their goalscash incentive plan targets linked to revenue growth, on a currency-adjusted basis, was slightly below 2014 results.

financial performance goals.

20152018 Cash Incentive Award Determinations

20152018 Corporate Level Performance Goals

Dr. Frank Laukien
Mr. Mattacchione
Mr. Knell
Mr. WagnerHerman

QuantitativeFinancial Performance Goals
(70% of Target Bonus Potential)