Independent
Tenure on this board
1.3 yrs
Also a director at
Si-bone Inc (SIBN)
3 nominees · 3 ballot items.
Elect three Class II directors; advisory vote to approve 2025 named executive officer compensation (Say-on-Pay); ratify PricewaterhouseCoopers LLP as independent auditor for 2026.
Elect Laura A. Francis, John J. (Jack) Phillips, and Hermann F. Requardt, Ph.D. as Class II directors for three-year terms expiring in 2029.
Non-binding, advisory vote to approve the 2025 compensation of the named executive officers as disclosed in the proxy statement.
The board is asking shareholders to cast a non-binding advisory vote to approve the company’s 2025 named executive officer compensation as disclosed in the proxy, reflecting the Compensation Discussion and Analysis, compensation tables and narratives. Management seeks this advisory endorsement to validate its compensation philosophy of pay-for-performance, retention and alignment with long-term shareholder value, and to demonstrate responsiveness to shareholder governance norms (Dodd-Frank say-on-pay). The CD&A describes target cash incentives, long-term equity awards (mix of stock options and RSUs), metrics (currency-adjusted revenue growth, non-GAAP gross profit or operating profit, working capital improvement, non-GAAP EPS), and individual performance components. The board recommends a vote FOR, arguing that compensation decisions are tied to financial and individual performance, include governance safeguards (clawback policy, stock ownership guidelines, independent compensation consultant), and that prior say-on-pay support (~95% in 2025) affirms shareholder alignment. The vote is advisory and non-binding, but the board and Compensation Committee will consider results when making future decisions. Given the company’s recent performance headwinds (organic revenue decline, lower non-GAAP EPS), shareholders may weigh whether realized payouts and incentive targets appropriately reflected performance and whether the mix of option-based awards and RSUs aligns pay with long-term shareholder returns; management highlights governance controls and rationale for the compensation mix.
Ratify the appointment of PricewaterhouseCoopers LLP as Bruker’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Orbis Allan Gray Ltd | 11.07% | 16,852,868 | $609M |
| 2 | Pallas Capital Advisors LLC | 6.23% | 9,481,821 | $342M |
| 3 | FMR LLC | 5.54% | 8,435,928 | $305M |
| 4 | BlackRock, Inc. | 4.28% | 6,513,844 | $235M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.19% | 4,855,915 | $175M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.16% | 4,817,076 | $174M |
| 7 | FMR LLC | 3.13% | 4,767,402 | $172M |
| 8 | STATE STREET CORP | 2.57% | 3,908,693 | $141M |
| 9 | EDMOND DE ROTHSCHILD HOLDING S.A. | 2.21% | 3,356,850 | $121M |
| 10 | Sculptor Capital LP | 2.15% | 3,270,000 | $118M |
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