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.          )

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

Dear Stockholder:

        On behalf of the board of directors and management of Bruker Corporation, I would like to invite you to attend our Annual Meeting of Stockholders to be held on Thursday,Friday, May 7, 200918, 2012 at 9:00 a.m., Local Time, at the offices of Nixon Peabody LLP, 100 Summer 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's 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

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 May 7, 2009,18, 2012, at 9:00 a.m., Local Time, at the offices of Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts, for the following purposes:

1.

To elect the four Class III nominees for director named in the accompanying proxy statement to hold office until the 20122015 Annual Meeting of Stockholders.

2.

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2009.2012.

3.

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

        The foregoing items of business are more fully described in the Proxy Statement accompanying this notice. The board of directors has fixed the close of business on March 31, 200930, 2012 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 6, 200913, 2012

        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 by 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 7, 2009:18, 2012:

This Proxy Statement and the accompanying Annual Report are available via the Internet at:http://ir.bruker.com

BRUKER CORPORATION
PROXY STATEMENT

        This Proxy Statementproxy statement and the enclosed Proxy Cardproxy card are furnished in connection with the solicitation of proxies by the board of directors of Bruker Corporation ("the(the "Company") for use at the 20092012 Annual Meeting of Stockholders (the "2009"2012 Annual Meeting") to be held on May 7, 2009,18, 2012, at the time and place set forth in the notice of the meeting and at any adjournments thereof. The approximate date on which this Proxy Statementproxy statement and form of proxy are first being sent to stockholders is April 6, 2009.13, 2012.

        The holders of a majority in interest of all of the Company's 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 2012 Annual Meeting in order to constitute a quorum for the transaction of business. Each share of Common Stock outstanding on the record date will be entitled to one vote on all matters.

        For Proposal No. 1, the four candidates for election as directors at the 2012 Annual Meeting who receive the highest number of affirmative votes will be elected. For Proposal No. 2, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2012, the affirmative vote of holders of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote on the proposal will be required for approval.

        Because abstentions with respect to any matter are treated 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 each proposal other than the election of directors.

        If the enclosed Proxy Cardproxy card is properly executed and returned, it will be voted in the manner directedinstructed by the stockholder. If a proxy card is properly submitted but contains no instructions, are specified with respect to any particular matter to be acted upon, proxiesthe shares represented thereby will be voted FOR all nominees for director in favorProposal No. 1 and FOR ratification of such matter.the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2012 in Proposal No. 2. 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 Company 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.

        The holdersIf shares are held in the "street name" of a majority in interestbroker or other nominee, the broker or nominee may not be permitted to exercise voting discretion with respect to certain of allthe proposals to be acted upon. If the broker or nominee is not given instructions as to how to vote such shares, the broker has authority under New York Stock Exchange rules to vote those shares for or against "routine" matters, such as the ratification of accounting firms. Brokers cannot vote on their customers' behalf on "non-routine" proposals such as the election of directors and the advisory vote on the compensation of the Company's 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 atnamed executive officers. These rules apply notwithstanding the 2009 Annual Meeting in order to constitute a quorum forfact that shares of the transaction of business. Each share ofCompany's Common Stock outstandingare traded on the record date will be entitled to one vote on all matters. The four candidates for election as directors atNASDAQ Global Select Market. If the 2009 Annual Meeting who receive the highest number of affirmative votes will be elected.

        Because abstentionsbrokerage firm lacks discretionary voting power with respect to anyan item that is not a routine matter are treated asand you do not provide voting instructions (a "broker non-vote"), such shares present or represented and entitled to votewill be counted for the purposes of determining whether that matter has been approved byestablishing a quorum to conduct business at the stockholders, abstentions have the same effect as negative votes for each proposal other than the election of directors. Broker non-votes are2012 Annual Meeting, but will not deemed to be present or representedcounted for purposes of determining whether stockholder approval of thatany particular matter has been obtained, but they are counted as present for purposes of determining the existence of a quorum at the 2009 Annual Meeting.obtained.

        The Company will bear the cost of the solicitation. Although it is expected that the solicitation will be primarily by mail, regular employees or representatives of the Company (none of whom will receive any extra compensation for their activities) may also solicit proxies by telephone, telecopier 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.

        The Company's 20082011 Annual Report, including the Company's audited financial statements for the fiscal year ended December 31, 2008,2011, is being mailed to shareholdersstockholders concurrently with this proxy statement.

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

RECORD DATE AND VOTING SECURITIES

        Only stockholders of record at the close of business on March 31, 200930, 2012 are entitled to notice of and to vote at the meeting. On March 31, 2009,30, 2012, the Company had outstanding and entitled to vote 164,067,654166,092,519 shares of Common Stock. Each outstanding share of 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 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 all of their respective assets and liabilities, except cash. All references in the Proxy Statement to "former Bruker AXS" refer to the public entity which merged with the Company in July 2003. In July 2006, we acquired Bruker Optics Inc., also a company under common control. Bruker Optics is now one of our four primary operations. In February 2008, we acquired the Bruker BioSpin group of companies, which we sometimes refer to as the Bruker BioSpin Group, also a group of companies under common control. In connection with the Bruker BioSpin acquisition, we changed our name to Bruker Corporation. Our five principal operating segments are Bruker BioSpin, is now one of our four primary operations. Unless otherwise indicated, the financial information presented herein gives effect to theBruker Daltonics, Bruker MAT, Bruker Optics, and Bruker BioSpin acquisitions and, in accordance with generally accepted accounting principles in the United States, is presented as if Bruker Optics and Bruker BioSpin had been a part of Bruker Corporation for all periods described.Energy & Supercon Technologies, or BEST.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

        The first proposal on the agenda for the 20092012 Annual Meeting is the election of Tony W. Keller, Richard D. Kniss, Joerg C. Laukien, and William A. Linton and Chris van Ingen to serve as Class III directors for a three-year term beginning at the 20092012 Annual Meeting and ending at our 20122015 Annual Meeting of Stockholders or until a successor has been duly elected and qualified. The Company's Certificate of Incorporation, as amended, provides that the board of directors shall 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, each class consisting, as nearly as possible, of one-third the total number of directors. There are currently thirteen members of theour board of directors, consisting of four Class I directors, five Class II directors and four Class III directors.

        At the 20092012 Annual Meeting, four nominees will be elected as Class III directors to serve for a term expiring at the 20122015 Annual Meeting of Stockholders. The directors in each of Class I and Class II are serving terms expiring at the Company's Annual Meeting of Stockholders in 20102013 and 2011,2014, respectively.

        AllThree of the nominees for Class III director, Tony W. Keller, Richard D. Kniss, Joerg C. Laukien and William A. Linton, are currently Class III directors. One of the nominees for Class III director, Chris van Ingen, has been nominated to fill the vacancy that will be created by the retirement of Tony W. Keller, who has served as a Class III director since 2008, at the expiration of his current term. All nominees were unanimously approved by our board of directors, including a majorityunanimous approval by our independent

directors, upon the unanimous recommendation of ourthe Nominating Committee, which is comprised of three independent directors.

        Unless marked otherwise, proxies received will be votedFOR the election of each of the four nominees specified below.for the office of director. If any such nominee for the office of director is unwilling or unable to serve as a nominee for the office of director at the time of the 20092012 Annual Meeting, the proxies may be voted either (1) for a substitute nominee who shall be designated by the present board of directors to fill such vacancy or (2) for the other nominees only, leaving a vacancy. Alternatively, the size of the board of directors may be reduced so that there is no vacancy. The board of directors 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 each of the nominees for Director.

Certain Information Regarding Directors and Nominees

        The namesbiographies of each of the nominees and continuing directors 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 the experiences, qualifications, attributes or skills that caused the board of directors to determine that the person should serve as a director of the other directors continuingCompany in office, the year each first became a director, their principal occupations during at least the past five years, other public company

directorships held by each as of March 31, 2009 and certain other biographical information are set forth below.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES LISTED ABOVE.2012.

Nominees Forfor Election Forto a Three-Year Term Expiring at The 2012the 2015 Annual Meeting

BOARD LEADERSHIP STRUCTURE

        Under our bylaws, the chairman of the Company's board of directors has the power to preside at all meetings of the board. Dr. Frank Laukien, our Chief Executive Officer and President, serves as the Chairman of our board of directors and has done so throughout the time we have been a public company. Although the board believes that the combination of the Chairman and Chief Executive Officer roles is appropriate in the current circumstances, the board does not have a fixed policy regarding the combination or separation of the offices of Chairman and Chief Executive Officer. Our board of directors 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 Company at that time.

        The Chief Executive Officer is appointed by our board to manage the Company's daily affairs and operations. Dr. Laukien's extensive industry knowledge and long history of direct involvement in the Company's operations make him best suited to serve as Chairman in order to (i) lead the board in productive discussions on important matters affecting the Company; (ii) create a firm link between management and the board and promote the development and implementation of corporate strategy; (iii) determine necessary and appropriate agenda items for meetings of the board with input from the independent lead director and board committee chairpersons; and (iv) 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. Additionally, his significant equity ownership, at over 23% of the outstanding shares of the Company's common stock, means that he has a close and direct alignment of interests with the interests of our other shareholders.

        While we believe that having a unified Chairman and Chief Executive Officer is appropriate and in the best interests of the Company and its shareholders at this time, our board structure also fosters strong oversight by independent directors. Since 2004, an independent lead director has been appointed by the independent directors to ensure an independent leadership contact. The lead director's responsibilities include: (i) consulting with the Chairman regarding agenda items for board meetings; (ii) chairing executive sessions of the independent directors; (iii) 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 as a liaison between the independent directors and the full board, as necessary; and (iv) establishing, in consultation with the Chairman and Chief Executive Officer and any appropriate board committees, procedures to govern the board's work, ensuring that the board of directors 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. The 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 directors believes that this approach appropriately and effectively complements the Company's combined Chairman and Chief Executive Officer.

BOARD MEETINGS, COMMITTEES AND COMPENSATION

        There are currently thirteen members of our board of directors. SevenA majority of theour current members of the board of directors, namely Collin J. D'Silva, Wolf-Dieter Emmerich, Stephen W. Fesik, Brenda J. Furlong, Richard D. Kniss, William A. Linton, and Richard A. Packer, are independent withinand Charles F. Wagner, Jr., meet the meaning of the Marketplace Rulesindependence requirements of the NASDAQ Stock Market LLC, or NASDAQ.NASDAQ, listing standards. In addition, our board of directors has determined that new director nominee Chris van Ingen qualifies as independent under these standards.

        During fiscal year 2008,2011, the board of directors of the Company held five meetingssix meetings. Each director, other than Mr. Kniss and acted by written consent one time. During such periods in 2008 in which they served as board members, all of the directorsDr. Linton, attended at least 75%75 percent of the aggregate of: (1) the total number of meetings of the board of directors and (2)board committees of which he or she was a member in 2011. Mr. Kniss attended 67% of the total number of meetings held by committees of the board of directors onand all of the meetings of the board committees of which they served.he was a member and Dr. Linton attended 67% of the meetings of the board of directors. It is the policy of our board of directors that at least two directors, including at least one independent director, attend our Annual Meeting, either in person or by telephonic conference. Three directors attended our 20082011 Annual Meeting. As described below, the board of directors has an Audit Committee, and a Compensation Committee. The board of directors does not haveCommittee and a Nominating Committee.

        Audit Committee.    The Audit Committee of the board of directors which is currently comprised of Brenda J. Furlong, Collin J. D'Silva and Richard A. Packer, and Charles F. Wagner, Jr., each of whom satisfy the applicable independence requirements of the SEC rules and regulations of the SEC and NASDAQ Marketplace Rules,NASDAQ. Under these rules, we are required to have an Audit Committee consisting of at least three independent members. The Audit Committee met sixfive times during 2011 in regular session. During 2011, the 2008 fiscal year. The boardAudit Committee also met periodically in connection with its internal investigation into legal compliance matters at the China and Hong Kong operations of directors has determined that Brenda J.the Company's Bruker Optics subsidiary. Ms. Furlong, Chair of the Audit Committee, and Mr. Wagner each qualifies as an audit committee financial expert pursuant to applicable SEC rules and regulations.

        The Audit Committee provides assistance to the board of directors in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting and internal control functions of the Company and its subsidiaries. The Audit Committee works extensively with the independent auditors, pre-approves all audit and non-audit services provided to the Company by its 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 establishing and monitoring procedures for (i) the receipt, retention or treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential submission by the Company's employees of concerns regarding questionable accounting or auditing matters. None of the members of the Audit Committee has participated in the preparation of any financial statements of the Company at any time during the last three fiscal years. The Audit Committee's charter was included as Annex A tois available on the Company's Proxy Statement on Schedule 14A filed withwebsite at http://ir.bruker.com under the Securities and Exchange Commission on January 17, 2008."Corporate Governance" section.

        Compensation Committee.    The Compensation Committee, which is comprised of Wolf-Dieter Emmerich, Stephen W. Fesik and Richard D. Kniss, and William A. Linton, all of whom meet the independence requirements of the NASDAQ MarketplaceListing Rules, met three timesonce during 2011. In addition to this meeting, members of the 2008 fiscalCompensation Committee communicated periodically throughout the year and acted by written consent

one time during the 2008 fiscal year. Dr. Lintonregarding compensation-related matters. Mr. Kniss is the Chairman of the Compensation Committee. The Compensation Committee (i) administers the Company's stock option plan,plan; (ii) determines the chief executive officer's salary, bonus, and equity based compensation,compensation; (iii) oversees the executive compensation program for the Company's other executive officersofficers; and (iv) 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 Chief Financial Officer and the Senior Vice PresidentChief Operating Officer and makes recommendations to the Compensation Committee regarding the compensation of these executive officers. The Compensation Committee reviews these performance evaluations and recommendations and, if the Committee deems appropriate, adopts the recommendations with little to no change. The Chief Financial Officer does the same with respect to the Corporate Controller. Our Chief Executive Officer, Chief Financial Officer and the 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 Committee may, from time to time, meet in executive session without any executive officers present. The Compensation Committee's charter was includedis available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        Nominating Committee.    The Nominating Committee is comprised of Wolf-Dieter Emmerich, William A. Linton and Richard A. Packer, all of whom meet the independence requirements of the NASDAQ Listing Rules. Mr. Packer is the Chairman of the Nominating Committee. The purpose of the Nominating Committee is to assist the board in identifying and recruiting individuals qualified to become board members, consistent with criteria approved by the board, and to recommend to the board 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 nominees and recommending them for election by the Company's stockholders, the Nominating Committee is responsible for developing and implementing a process to identify qualified and willing candidates for recommendation to the board. The Nominating Committee is assisted by non-voting advisors from our board, including Dr. Frank Laukien, our Chairman, President, CEO and largest stockholder, and Mr. Joerg Laukien, a director and significant stockholder. The role of the advisors is to provide input to the Nominating Committee as Annex Bmajor shareholders of the Corporation. The Nominating Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        The Nominating Committee met two times during 2011. 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 March 2012, the Nominating Committee unanimously recommended the current slate of nominees for director to the full board of directors.

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 the independent directors of the Company, as well as the full board of directors. Stockholders may recommend director candidates for inclusion by the board of directors in the slate of nominees which the board recommends to stockholders for election as described below.

        The process followed to identify and evaluate potential candidates includes requests to board 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. The Nominating Committee, the independent directors and the board are each authorized to retain advisers and consultants and to compensate them for their services. No such advisers or consultants were retained for this purpose during fiscal year 2011.

        The Company does not have a formal policy with regard to the consideration of diversity in identifying director nominees, but strives to identify and recruit director candidates with a variety of complementary skills so that, as a group, the board will possess the appropriate talent, skills and expertise to oversee the Company's business. When considering a potential director candidate, the Nominating Committee evaluates the entirety of each candidate's experience and qualifications. The Nominating Committee looks for personal and professional integrity, demonstrated ability and judgment and business experience.

        In considering whether to recommend any candidate for inclusion in the board's slate of recommended director nominees, the board 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:

•

experience in aspects of business or technology relevant to the Company's Proxy Statementbusiness;



•

sufficient time available to devote to the affairs of the Company;



•

character and integrity;



•

ability to represent the best interests of stockholders as a whole rather than special interest groups;



•

willingness to participate actively as a board member; and



•

communication, decision-making and interpersonal skills.

        The board and the independent directors may also consider the following for some of the director nominees:

•

experience serving as a director of a public company;



•

familiarity with corporate governance issues;

•

independence, as determined in accordance with SEC rules and regulations and NASDAQ listing standards;



•

experience in running a comparable company or division of a comparable company;



•

insight into the Company, its strategy, business model, operations, and financials;



•

knowledge of industry trends and markets; and



•

qualification as an "audit committee financial expert" to serve on Schedule 14A filedthe Audit Committee in accordance with SEC and NASDAQ definitions.

        In evaluating candidates recommended by the Nominating Committee, the board and the independent directors do not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the board to fulfill its responsibilities.

        Although the Company does not have a specific policy with respect to the nomination of directors by stockholders, the Nominating Committee will consider nominations made by stockholders. The Company believes that it is not necessary to have a policy for director nominations by stockholders because the board of directors, including the Nominating Committee and the independent directors, is able to effectively locate and evaluate potential candidates for nomination to the board of directors due to the directors' intimate knowledge of the Company and the life science industry. However, stockholders may communicate directly with the SecuritiesNominating Committee of the board of directors by written communication submitted to Richard M. Stein at the address set forth below under "Stockholder Communications." Mr. Stein shall be primarily responsible for monitoring the communications and Exchange Commissionproviding summaries or copies of such communications to the Nominating Committee or the board of directors as he deems appropriate, and, as described below, will submit communications to the Nominating Committee or the board of directors, as appropriate, relating to corporate governance matters and long-term corporate strategy. Stockholders may use this process to suggest potential nominations to the board of directors. Such suggested nominations shall be forwarded to the Nominating Committee and the proposed candidates shall be evaluated using substantially the same process and applying the same criteria as used and applied in evaluating candidates submitted by board members. Nominations must be received by the Company within the timeframe set forth herein under "Time for Submission of Stockholder Proposals."

        At the 2012 Annual Meeting, stockholders will be asked to consider the re-election of Richard D. Kniss, Joerg C. Laukien and William A. Linton, and the election of Chris van Ingen, to serve as Class III directors. All of the nominees for director are standing for election or re-election following the unanimous recommendation for nomination first by the Nominating Committee, and then by the full board of directors, including the unanimous approval of all of the Company's independent directors.

ROLE OF THE BOARD IN RISK OVERSIGHT

        Our board of directors considers general oversight of the Company's risk management efforts to be a responsibility of the entire board. The board's role in risk oversight includes receiving regular reports from members of senior management on January 17, 2008.areas of material risk to the Company, or to the success of a particular project or endeavor under consideration, including operational, financial, legal and regulatory, strategic and reputational risks. The full board of directors, or the Audit Committee in the case of financial and compliance risks that are within the oversight of the Audit Committee, receives these reports from members of management to enable the board or the Audit Committee to understand the Company's risk identification, risk management, and risk mitigation strategies. To facilitate this process and assist the Audit Committee in fulfilling its responsibility for monitoring legal

and compliance risks, our director of internal audit, who reports directly to our Chief Financial Officer, also has a dotted line reporting relationship to the chairperson of the Audit Committee. The Audit Committee chairperson is authorized to give instructions and assignments directly to the director of internal audit, as to which assignments the director of internal audit reports directly and only to the Audit Committee chairperson. When a report is evaluated at the Audit Committee level, the chairperson of the Audit Committee subsequently reports on the matter to the full board to ensure coordination of the board's risk oversight activities. Our board of directors also believes that risk management is an integral part of our strategic planning process, which addresses, among other things, the risks and opportunities facing the Company.

COMPENSATION OF DIRECTORS

        We pay the non-employee directorsmembers of theour board of directors a mix of cash and share-based compensation based on the determination of the Compensation Committee. Employee directors, including Dr. Frank Laukien, Dr. Dirk Laukien and Mr. Joerg Laukien, and Dr. Tony Keller, receive compensation only as employees of the Company and receive no additional compensation for service as a director. Dr. Tony Keller, who retired as an employee effective March 31, 2010, receives compensation for his ongoing service to the Bruker BioSpin Group and receives no additional cash compensation as a director of the Company. Directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the board or committees thereof.

Components of Director Compensation

        Cash components forDuring 2011, directors other than the service of non-employeeemployee directors during 2008and Dr. Tony Keller were paid cash compensation according to the following schedule:

        Effective April 1, 2012, the Compensation Committee approved the following changes to non-employee director cash compensation after consideration of a survey of director compensation at comparable public companies. Except as indicated below, cash compensation payable to non-employee directors will remain unchanged from the schedule in effect throughout 2011.

        In addition to the cash component of director compensation, share-based awards are made annually to non-employee directors as a component of their compensation. On January 7, 2008,5, 2011, the Company granted each non-employee director, other than Mr. Richard Stein, an annual equity award consisting of an option to purchase 6,000 shares of common stock. The 20082011 option grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on January 7, 2009. Additionally, on May 8, 2008, the Compensation Committee authorized the grant of an option to purchase 3,000 shares of common stock to Dr. Fesik, who was newly elected to the board of directors at our 2008 Annual Meeting.5, 2012. On January 7, 2009,5, 2012, annual equity awards were granted to all non-employee directors other than Mr. Stein. The 20092012 grants to non-employee directors again consisted of an option to purchase

6,000 shares of common stock. The 20092012 grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on January 7, 2010.5, 2013. Effective for grants beginning in 2013,

the Compensation Committee has approved an increase in the number of shares covered by the annual grants to non-employee directors, other than Mr. Stein so long as he remains a partner at Nixon Peabody LLP, to 10,000 shares from 6,000 shares.

        Dr. Emmerich, Ms. Furlong, Dr. Keller, Dr. Frank Laukien, Mr. Joerg Laukien, Mr. Wagner and Mr. van Ingen also serve as members of the board of directors of Bruker Energy & Supercon Technologies, Inc., or BEST, a wholly-owned subsidiary of the Company. As non-employee directors of BEST, Dr. Emmerich, Ms. Furlong, Mr. Wagner and Mr. van Ingen are each entitled to receive $15,000 as an annual retainer, payable in four equal quarterly installments per annum, as well as meeting fees of $1,000 per meeting attended. Dr. Emmerich receives additional compensation of $7,500 per year for service as chair of the Compensation Committee of the BEST board of directors and $10,000 per year for service on the BEST Audit Committee. Ms. Furlong receives additional compensation of $15,000 per year for service as chair of the Audit Committee of the BEST board of directors. Mr. van Ingen receives additional compensation of $10,000 per year for service as the Executive Chairman of the BEST board of directors and $5,000 per year for service on the BEST Compensation Committee. Mr. Wagner receives additional compensation of $10,000 per year for service on the Audit Committee of the BEST board of directors.

        The following table provides information concerning the compensation paid by us to each of theour non-employee directors for the fiscal year ended December 31, 2008.

2008 Director Compensation Table

        Employee directors are not included in this table as they receive compensation only as employees of the Company.2011. The compensation received by each of Dr. Frank Laukien, our President and Dr. Dirk Laukien as executive officers of the CompanyChief Executive Officer, is shown in the 20082011 Summary Compensation Table on page 24.30 of this proxy statement. The compensation paid to each of Dr. Dirk Laukien and Mr. Joerg Laukien and Dr. Tony Keller as employees of the Company, as well as to Dr. Keller for his service to the Bruker BioSpin Group, is described under the heading "Transactions with Related Persons" beginning on page 2733 of this Proxy Statement.proxy statement.

2011 Director Compensation Table

DIRECTOR NOMINATIONS

        The Company does not have a nominating committee, based on a board determination that full board participation in the nominations process would foster improved corporate governance. 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. In some cases, one or more board members may screen potential nominees before presenting them to the full board for consideration. In all cases, a majority of the Company's independent directors must approve the nominees. The qualifications of recommended candidates will be reviewed by at least a majority of the independent directors of the Company, as well as the full board of directors. Stockholders may recommend director candidates for inclusion by the board of directors in the slate of nominees which the board recommends to stockholders for election as described below.

        The process followed by the board and independent directors to identify and evaluate potential candidates includes requests to board 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 independent directors and the board. The independent directors and the board are authorized to retain advisers and consultants and to compensate them for their services. The independent directors and the board did not retain any such advisers or consultants for this purpose during fiscal year 2008.

        In considering whether to recommend any candidate for inclusion in the board's slate of recommended director nominees, the board 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:

•

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



•

sufficient time available to devote to the affairs of the Company;



•

character and integrity;



•

ability to represent the best interests of stockholders as a whole rather than special interest groups;



•

willingness to participate actively as a board member; and



•

communication, decision-making and interpersonal skills.

        The board and the independent directors may also consider the following for some of the director nominees:

•

experience serving as a director of a public company;



•

familiarity with corporate governance issues;



•

independence, as determined in accordance with SEC rules and regulations and NASDAQ listing standards;



•

experience in running a comparable company or division of a comparable company;



•

insight into the Company, its strategy, business model, operations, and financials;



•

knowledge of industry trends and markets; and



•

qualification as an "audit committee financial expert" to serve on the Audit Committee in accordance with SEC and NASDAQ definitions.

        The board and the independent directors do not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the board to fulfill its responsibilities.

        Although the Company does not have a specific policy with respect to the nomination of directors by stockholders, the Company will consider nominations made by stockholders. The Company believes that it is not necessary to have a policy for director nominations by stockholders because the board of directors, including the independent directors, is able to effectively locate and evaluate potential candidates for nomination to the board of directors due to the directors' intimate knowledge of the Company and the life science industry. However, stockholders may communicate directly with the board of directors by written communication submitted to Richard M. Stein at the address set forth below under "Stockholder Communications." Mr. Stein shall be primarily responsible for monitoring the communications and providing summaries or copies of such communications to the board of directors as he deems appropriate, and, as described below, will submit communications to the board of directors relating to corporate governance matters and long-term corporate strategy. Stockholders may use this process to suggest potential nominations to the board of directors. Such suggested nominations shall be forwarded to the board of directors and the proposed candidates shall be evaluated using substantially the same process and applying the same criteria as used and applied in evaluating candidates submitted by board members. Nominations must be received by the Company within the timeframe set forth herein under "Time for Submission of Stockholder Proposals."

        At the 2009 Annual Meeting, stockholders will be asked to consider the re-election of Tony W. Keller, Richard D. Kniss, Joerg C. Laukien, and William A. Linton, all of whom are standing for election following a recommendation for nomination by the full board of directors, including the approval of a majority of the Company's independent directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding beneficial ownership of the Company's common stock as of March 31, 200930, 2012 by (i) each person who is known by the Company to own beneficially more than 5% of the Company's common stock, (ii) each of our directors and nominees for director, (iii) each named executive officer of the Company, as defined in "Summary of Executive Compensation," and (iv) all directors and executive officers who served as directors or Named Executive Officersexecutive officers as of March 31, 200930, 2012 as a group. Unless otherwise noted, the address of each beneficial owner is c/o Bruker Corporation, 40 Manning Road, Billerica, Massachusetts 01821.

EXECUTIVE OFFICERS

        As of March 31, 2009, ourThe Company's executive officers are as follows:are:

        Our executive officers are elected by the board of directors and serve until their successors have been duly elected and qualified. In March 2012, our board of directors designated the persons listed above as the Company's executive officers. Throughout the fiscal year ended December 31, 2011, our executive officers were Dr. Frank Laukien, Mr. William Knight and Mr. Brian Monahan. Our board of directors determined that the Company had no other executive officers in 2011. For biographical information relating to Drs. Frank Laukien and DirkDr. Laukien, who each serveserves as both an executive officer and a director of the Company, please see "Certain Information Regarding Directors and Nominees" above. Biographical information relating to our current non-director executive officers is presented below.

        William J. Knight.    Mr. Knight joinedhas served as the Company as theCompany's Chief Financial Officer since June 2011 and also served as Interim Chief Operating Officer from June 2011 to February 2012. From February 2010 to June 2011, Mr. Knight served as the Company's Chief Operating Officer. Prior to assuming the role of Chief Operating Officer, Mr. Knight served as Chief Financial Officer from October 2004 until February 2010 and as Treasurer infrom October 2004.2004 to March 2009. Before joining the Company, Mr. Knight served as Chief Financial Officer of Anika Therapeutics, Inc., a provider of therapeutic products, from 2002 to 2004. He also served as Chief Financial Officer of Zycos, Inc., a developer of DNA-based therapeutic products, from 2000 to 2002, and as Chief Financial Officer of NMT Medical, Inc., a provider of cardiovascular and neurological medical devices, from 1998 to 2000. Mr. Knight is a Certified Public Accountant and holds a B.B.AB.B.A. in Accounting from the University of Wisconsin.

        Brian P. Monahan.Michael G. Knell.    Mr. Monahan was appointed Chief Accounting Officer andKnell joined the Company as Vice President of Finance and Chief Accounting Officer in March 2009.2012. In this position, Mr. Knell serves as the Company's principal accounting officer, reporting to the Company's Chief Financial Officer. Prior to this appointment, Mr. Monahan served as Corporate Controller since joining the Company, Mr. Knell was with Ernst & Young LLP in April 2004.its Boston office, where since 1998 he served in various roles, including most recently as Partner—Assurance Services and as a senior manager of Assurance Services from 2006 until his promotion to partner in July 2011. Mr. Monahan also serves as an Executive Vice PresidentKnell's audit experience at Ernst & Young included service for a variety of clients in the Company's Bruker Daltonics subsidiary, a position he has held since November 2006. From January 2005 to November 2006, Mr. Monahan was Vice President of Finance for Bruker Daltonics and from July 2004 to January 2005 was Assistant Vice President of Finance for Bruker Daltonics. Before joining the Company, from December 2002 through April 2004, Mr. Monahan served as the Manager of Accounting and Financial Reporting at Fisher Scientific International, Inc., a provider ofretail, consumer products and services to the scientific research and clinical laboratory markets, and as an audit manager for PricewaterhouseCoopers LLP where he was employed from July 1999 through December 2002.manufacturing industries. Mr. MonahanKnell is a Certified Public Accountant in Massachusetts and holds a B.S.Bachelor of Science degree in AccountingBusiness Administration from the State University of New York at Buffalo.

        Mark R. Munch, Ph.D.    Dr. Munch has served as President of Bruker Nano, Inc., a wholly-owned subsidiary of the Company, since October 2010. Prior to joining Bruker Nano, Inc., from February 2008

to October 2010 Dr. Munch was Executive Vice President of Veeco Instruments Inc. Dr. Munch has also served as a Senior Vice President of Coherent, Inc. from February 2006 to January 2008 and as President and Chief Executive Officer of Cooligy, Inc., a subsidiary of Emerson Electric, from 2004 to 2006. Dr. Munch's background includes over 23 years of experience in marketing, product development, operations and sales, as well as experience in managing significant business units of multi-national corporations. Dr. Munch holds a Bachelor of Science degree in Chemical Engineering from the University of Massachusetts.Colorado and a Master of Science degree and Ph.D. in Chemical Engineering from Stanford University.

        Burkhard Prause, Ph.D.    Dr. Prause has served as President and Chief Executive Officer of BEST since April 2008 and was elected to serve as a director of BEST in April 2012. He has also served as a Managing Director of Bruker EAS GmbH and Bruker HTS GmbH since January 2005, RI Research Instruments GmbH since December 2008, and Bruker ASC GmbH since March 2009. Prior to that time, Dr. Prause served as Product Manager for Bruker BioSpin MRI GmbH. Before joining Bruker BioSpin MRI GmbH in 2002, Dr. Prause was a senior staff scientist at the Max-Planck Institute in Tubingen, Germany. Dr. Prause currently serves as a director of CCAS (the Coalition for the Commercial Application of Superconductors), and from 2006 to 2010, Dr. Prause served as Vice Chairman of ivSupra, a German superconductor industry coalition. Dr. Prause holds a Ph.D. in Physics from the University of Notre Dame.

        Stephan Westermann.    Mr. Westermann was named Executive Vice President–Order Execution, Production & Logistics of the Bruker Scientific Instruments segment and Executive Vice President–Operations of the Bruker BioSpin Group in February 2012. Since joining the Company in September 2006, Mr. Westermann has served in a variety of senior financial and operations management roles in the Company's Bruker MAT and Bruker BioSpin operating divisions. Prior to joining the Company, he held management positions at Battenfeld Gloucester Engineering Co. in Massachusetts from 2003 to 2006 and was controller of SMS AG, a German manufacturer of metallurgical plant and rolling mill technology solutions, from 1995 to 2003. Mr. Westermann holds a Masters degree in Business and Engineering from the University of Siegen in Germany.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Overview

        Our company's executive compensation program is administereddesigned to attract, motivate and retain the individuals that lead the Company. Our approach to compensation for our executive officers targets a mix of competitive salaries, performance-based cash incentive awards linked to corporate and individual objectives and long-term equity incentive awards. We believe that our compensation policies and practices are effectively designed to motivate and reward performance, and that the mix of compensation elements creates incentives that are closely aligned with increasing shareholder value.

        In fiscal year 2011, our year-over-year revenue grew by over 26% to $1.65 billion and gross profit grew by approximately 24% to $752 million from $604 million. Revenue growth was driven both by organic growth in our existing businesses and acquisitions completed in 2010 and 2011. Operating and gross profit margins decreased, however, because of the mix of products sold and higher operating expenses as we continued to focus on integrating acquisitions completed in 2010 and, to a lesser extent, 2011. As a result, despite the strong revenue growth and increase in gross profits on an absolute basis, our earnings per share on a GAAP basis declined to $0.55 in 2011 from $0.58 in 2010. Excluding charges relating to recent acquisitions and other non-recurring expenses, our adjusted earnings per share increased by $0.09 to $0.86 in 2011, which was less than our 2011 adjusted earnings per share goal of $0.93.

        Highlighted below are some of the key actions and decisions with respect to our executive compensation programs for fiscal year 2011, as approved by the Compensation Committee:

•

Salaries.  For the fiscal year ended December 31, 2011, the Compensation Committee approved 2.0% salary increases for each of our executive officers.



•

Performance-Based Cash Incentive Awards and Payouts.  Consistent with our pay-for-performance philosophy, a significant portion of our executive officers' total compensation potential for fiscal year 2011 was linked to achievement of corporate and individual quantitative and qualitative goals.



•

As with past years, the Compensation Committee established specific fiscal year 2011 quantitative and qualitative goals for each executive officer. Payment for cash incentive bonuses linked to the achievement of pre-established quantitative performance goals is calculated based on percentage achievement of the quantitative target goal, with no threshold or maximum. Payments for full or partial achievement of qualitative goals are made in a range of 50% to 100%, based on the Compensation Committee's determination of the level of achievement with respect to each qualitative goal.



•

The Compensation Committee established 2011 quantitative performance targets related to revenue growth, gross margin improvement, operating margin improvement, earnings per share and working capital management based on our business plan goals for these key metrics. These quantitative goals represented 70% of each executive officer's total cash incentive compensation potential, with the remaining 30% allocated to individual qualitative factors established by the Compensation Committee.



•

Annual cash incentive awards for fiscal 2011 rewarded our executive officers for exceeding our goal for revenue growth, but also reflected the fact that our other financial goals either were not achieved or were only partially achieved. Based on these mixed results, our executive officers received 63% of their 2011 quantitative bonus targets. In addition, our executive officers earned varying amounts based on their relative levels of achievement with respect to their individual qualitative bonus goals.



•

As executive officers assume greater responsibility, a larger portion of their total cash compensation is designed to and does become dependent on Company and individual performance. For example, our Chief Executive Officer's potential cash incentive compensation for 2011, based on achieving targeted levels of performance relative to the corporate financial goals and individual qualitative goals established for him by the Compensation Committee, represented more than 50% of his total potential cash compensation.



•

Long-Term Incentive Awards.  In September 2011, the board of directors. The Compensation Committee oversees our company's stock option plan, determines the chief executive officer's salary, bonus, and equity-based compensation, oversees the executive compensation program for our other executive officers, including reviewing and approving the overall values and forms of compensation for the executive officers listed in the 2008 Summary Compensation Table on page 24 of this Proxy Statement (the "Named Executive Officers") as well as for other officersgranted options to purchase 15,000 shares of our company, reviews general policy matters relatingcommon stock to each of Dr. Laukien and Mr. Knight and options to purchase 9,000 shares of our common stock to Mr. Monahan.

        In June 2011, Mr. Monahan resigned from his position as the Company's Chief Financial Officer and, until April 2012, served as Vice President of Strategic & Financial Planning. Mr. Knight, who was serving as Chief Operating Officer, was appointed interim Chief Financial Officer upon Mr. Monahan's resignation. Mr. Knight's appointment as Chief Financial Officer was made permanent in September 2011 and he continued to serve as Chief Operating Officer until February 2012. There were no changes to Mr. Knight's or Mr. Monahan's compensation and employee benefits and makes recommendations concerningarrangements in 2011 as a result of these matters to the board of directors.developments.

Executive Compensation Philosophy

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

•

attract and retain qualified executive officers;



•

motivate existing officers to perform;



•

reward outstanding corporate performance;



•

align compensation with Bruker Corporation annual and long-term performance goals;



•

enhance our profitability; and



•

maximize stockholder value.

        To achieve these objectives, we have embraced a compensation philosophy that seeks to align compensation with our strategic objectives and reward our Named Executive Officersexecutive officers for meeting certain performance goals. Executive compensation is based in 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 bothour short and long term performance objectives. To motivate our Named Executive Officers,executive officers, we focus on cash compensation in the form of salary and bonus, a portion of which is tied to the individual's performance, and we augment this cash compensation annually with equity grants. In structuring executive compensation, the Compensation Committee focuses on our goal of long-term enhancement of stockholder value through grants of equity incentive awards with extended vesting schedules.

Compensation Process and Methodology

        Our executive compensation program is administered by the Compensation Committee of the board of directors. The Compensation Committee oversees the Company's stock option plan, determines the chief executive officer's salary, bonus, and equity-based compensation, oversees 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 2011 Summary Compensation Table included in this proxy statement as well as for other officers, reviews general policy matters relating to compensation and employee benefits and makes recommendations concerning these matters to the board of directors.

        In May 2011, our stockholders cast an advisory vote on the Company's executive compensation decisions and policies as disclosed in the proxy statement for the 2011 Annual Meeting of Stockholders. Over 99 percent of the shares voted on the matter were cast in support of the compensation decisions and policies as disclosed. The Compensation Committee considered this result and determined that it was not necessary at this time to make any material changes to the Company's compensation policies and practices in response to the advisory vote.

        The Compensation Committee annually assesses competitive market compensation for our executive officers using a variety of sources, including cash compensation data derived from an independent source, Salary.com's CompAnalyst Executive, 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 uses reference group data as a "market check" to ensure that individual cash compensation levels remain reasonable and competitive. While the companies in the reference group vary in terms of size, with some being significantly larger than us and others being significantly smaller than us, the Compensation Committee believes that a reference group consisting of competitors of various sizes provides useful insight for their consideration of compensation levels, including information about the range and median of competitive salaries and cash bonuses. Our management provides input on companies considered for inclusion in the reference

group, but the Compensation Committee makes the final determination as to the reference group selection. The companies that are included in the reference group are reviewed annually by management and the Compensation Committee and can change from year to year as market conditions warrant.

        In establishing and evaluating fiscal 2011 compensation for our executive officers, the Compensation Committee determined that the competitive assessment of reference group data compiled in 2010 continued to provide a relevant context for its evaluation of the over-all competitiveness of the Company's executive compensation programs. The Compensation Committee therefore referred to the 2010 assessment as one source of market information in its determinations of executive salary and cash incentive bonus award opportunities for fiscal year 2011.

        The reference group considered by the Compensation Committee for its evaluation of the recommended base pay and annual incentive bonus targets of our Chief Executive Officer and Chief Financial Officer included:

        The Compensation Committee considered market capitalization and revenue, in addition to certain qualitative factors, to be appropriate for evaluating the competitiveness of potential cash compensation, including the target level of cash incentive bonuses, of our executive officers' compensation relative to the compensation of executives in similar functions at these companies. In general, the Compensation Committee considered the median compensation levels of the companies in the reference group to be appropriate competitive comparisons, in light of our relative market position. The following, which reflects the data compiled in 2010 for the reference group, compares the Company to the selected reference group for these key metrics and compares the 2011 potential cash compensation, including the target level of cash incentive bonuses, of our Chief Executive Officer, Dr. Laukien, and Chief Financial Officer as of January 1, 2011, Mr. Monahan, to the median cash compensation of comparable executives in the reference group (dollars in billions, except total cash compensation):

        A broader group of companies, primarily in the fields of healthcare and biotechnology, was selected in 2010 as a reference group for reviewing potential cash compensation, including the target level of the cash incentive bonus, of the Chief Operating Officer. The Compensation Committee believed that an expanded group was useful because many of the companies in the Chief Executive Officer and Chief Financial Officer reference group did not have chief operating officers. A broader reference group provided the Compensation Committee with additional data to assess the reasonableness and competitiveness of our Chief Operating Officers' salary and target cash incentive bonus compensation.

        The reference group considered by the Compensation Committee for its evaluation of the recommended 2011 base pay and annual incentive bonus targets of our Chief Operating Officer as of January 1, 2011, Mr. Knight, included:

        In assessing and approving the recommended compensation potential of our Chief Operating Officer, the Compensation Committee considered the compensation levels of chief operating officers within companies in the reference group in light of our relative market position, including the fact that a number of the companies in the reference group were considerably smaller in terms of market capitalization. The following, which reflects the data compiled in 2010 for the reference group, compares the Company to the selected reference group for these key metrics and compares the 2011 potential cash compensation, including the target level of cash incentive bonus, of our Chief Operating Officer to the median cash compensation of comparable executives in the reference group (dollars in billions, except total cash compensation):

Role of Management

        The Chief Executive Officer is responsible for making recommendations to the Compensation Committee for our company-wide performance goals and the bonus goals and weightings for the Company's other executive officers. The Chief Executive Officer is also responsible for developing and providing a proposal to the Compensation Committee for his own bonus plan and target levels. The Compensation Committee reviews the recommendations of the Chief Executive Officer and determines the final bonus structure and goals for each of the executive officers, including threshold and target bonus levels. After the close of the fiscal year, the Chief Executive Officer provides the Compensation

Committee with his assessment of the performance of the other executive officers against their respective bonus goals and proposed bonus payout. When determining the bonus payout for the executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on its assessment of the executive officer's performance relative to the performance-based goals. The determination of the bonus earned is generally made within the first quarter after the end of the fiscal year, allowing time to assess the achievement of the bonus goals. On occasion, additional bonuses in excess of those calculated to have been earned have been awarded by the Compensation Committee in recognition of exceptional individual performance or contributions to company performance.

Components of Executive Compensation

        Compensation is comprisedTotal 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 grants.

        The Compensation Committee considers cash compensation data derived from an independent source, Salary.com's CompAnalyst Executive, for a peer group of publicly-traded companies. We selected companies that we consider to be in same or similar industries, broadly similar in revenues and market capitalization, or similar in growth and performance potential. Our management provides input on the peer group, but the Compensation Committee makes the final determination as to members of the peer group. The companies that are included in the peer group are reviewed annually by management and the Compensation Committee and can change from year to year as market conditions

warrant. In 2008, the peer group selected by the Compensation Committee for evaluating annual base salary and annual incentive bonus awards included:

        The following tables compare the Company to the selected peer group for certain key metrics. The Compensation Committee considers these quantitative factors, in addition to certain qualitative factors, in assessing the appropriateness of these companies for compensation comparison purposes.

Market Capitalization as of December 31, 2008
(in billions)

Revenues for the Most Recently Completed Fiscal Year
(in millions)

(1)

Revenues for the year ended December 31, 2008.



(2)

Revenues for the year ended October 31, 2008.



(3)

Revenues for the year ended December 28, 2008.



(4)

Revenues for the year ended October 3, 2008.



(5)

Revenues for the year ended June 30, 2008.



(6)

Revenues for the year ended September 30, 2008.

Growth Rate for the Most Recently Completed Three Year Period

Net Income as a Percentage of Revenues for the
Most Recently Completed Fiscal Year

(1)

Revenues and net income for the year ended December 31, 2008.



(2)

Revenues and net income for the year ended June 30, 2008.



(3)

Revenues and net income for the year ended October 31, 2008.



(4)

Revenues and net income for the year ended October 3, 2008.



(5)

Revenues and net income for the year ended December 28, 2008.



(6)

Revenues and net income for the year ended September 30, 2008.

        Consistent with our size and financial performance relative to the peer group, the Compensation Committee typically targets salary and target bonus compensation at a level not to exceed the median of the peer group.

        Annual Base Salary.    Base salaries are determined based on a variety of factors, including officers'each officer's levels of responsibility, experience and potential, and a comparison of salaries paid to peers within the Company and to those with similar roles at other companies. Base salaries are set at levels that the Compensation Committee believes willare reasonably competitive to allow our Companyus to attract and retain qualified managers who will enable our company to deliver on its business goals.managers.

        Base salaries are reviewed annually and may be adjusted after considering the various factors described above. The Chief Executive Officer makes recommendations to the Compensation Committee for base salaries for the Chief Financial Officer and the Senior Vice President. The Chief Financial Officer makessalary recommendations to the Compensation Committee for the base salary for the Corporate Controller.Company's other executive officers. When setting the base salaries of thesethe executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, and Chief Financial Officer, as applicable, makes the final determination based on the factors listed above and the

executive officer's performance during the previous year. The Compensation Committee also evaluates the performance of and sets the salary for the Chief Executive Officer.

        In evaluating 2008 base salary recommendations, the Compensation Committee reviewed peer group salary information and determined that the salaries of the Company's Chief Executive Officer, Chief Financial Officer, Senior Vice President and Corporate Controller were each below the median of their peer group comparables. The Compensation Committee therefore approved management's recommendation to phase in base salary increases over a multi-year period to raise, as appropriate, the executive officers' salary component of compensation to a more competitive level relative to the peer group.

        In December 2008, as part of our cost-reduction initiatives and to help us better manage our employee-related costs in the current challenging global economic environment, certain of our executive officers voluntarily accepted temporary salary reductions, to be effective for our 2009 fiscal year.

        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. Typically, specific criteria for these bonuses have been determined based on a combination of qualitative and quantitative measures established each year by the Compensation Committee after consultation with management. The specific individual goals vary for each executive based on their responsibilities and role within our company 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 individual goals are intended to reward performance which results in our companyCompany meeting or exceeding its financial goals. These cash

        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 2011, for example, the executive officers' revenue target goal was combined with gross profit margin improvement, operating margin improvement, working capital and earnings per share goals that emphasized cost reduction as well as top-line performance. Cash incentive bonus awards reflect both the individual's performance compared with his performance goals for the year and the overall performance of our company.

        Performance ranges are established for each goal. The range of the performance goals and associated cash incentive opportunities are expressed in the form of a threshold, representing the minimum criteria for earning a bonus payment, and a target, representing the level at which 100% of the target bonus would be earned. The threshold for 2008 incentive awards was set at 80%, meaning that if an executive officer did not achieve at least 80% of a performance goal established then no incentive bonus would be paid to that executive officer for that performance goal. In order to provide additional motivation to the executive officers, and to reward outstanding corporate performance, the Compensation Committee does not set a maximum amount that can be earned in the event that the executive officers exceed their targets in the performance-based incentive plans. The Compensation Committee may, in their discretion, award cash incentive bonuses above the target level in the event individual or firm performance exceeds targeted levels.

        The Chief Executive Officer is responsible for making recommendations to the Compensation Committee for our company-wide performance goals and the bonus goals and weightings for the Chief Financial Officer and the Senior Vice President. The Chief Executive Officer is also responsible for developing and providing a proposal to the Compensation Committee for his own bonus plan and target levels. The Compensation Committee reviews the recommendations of the Chief Executive Officer and determines the final bonus structure and goals for each of these executive officers, including threshold and target bonus levels. After the close of the fiscal year, the Chief Executive Officer provides the Committee with his assessment of the performance of the Chief Financial Officer and the Senior Vice President against their respective bonus goals and proposed bonus payout. When determining the bonus payout for the executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on the executive officer's performance, and that of the department which he led during the year relative to the performance-based goals. The determination of the bonus earned is generally made

within the first quarter after the end of the fiscal year, allowing time to assess the achievement of the bonus goals. On occasion, additional bonuses in excess of those calculated to have been earned have been given by the Compensation Committee in recognition of exceptional performance. The Chief Financial Officer recommends performance and bonus goals for the Corporate Controller, including their respective weightings, and is responsible for making a recommendation to the Compensation Committee regarding the compensation of the Corporate Controller based on his assessment of the executive's performance against his goals.

        For 2008, quantitative company-wide financial performance goals accounted for 70% of each executive officer's total cash bonus target level. Individual qualitative goals accounted for the remaining 30%. Specific performance targets, goals and weightings established for the Company's executive officers in 2008 were as follows:

        Based on our financial results for 2008, the Company achieved 80% of targeted revenue growth and exceeded the targeted reduction in the working capital ratio. However, our operating margin and earnings per share declined. After considering these factors, the Compensation Committee determined that the portion of bonus targets linked to revenue growth and a reduction in the working capital ratio would be included in awards at levels commensurate to our performance relative to those goals, but that no amounts would be awarded to the executive officers for the portion of bonus targets linked to operating margin improvement and earnings per share. On that basis, the Compensation Committee approved awards totaling 54% of each of the executive officers' cash incentive targets for achievement of company-wide quantitative financial performance goals in 2008. Total cash incentive bonus payments to our executive officers for 2008 also included amounts awarded for achievement of individual qualitative goals. The individual elements and total cash incentive bonuses awarded to each of our Named Executive Officers for 2008 are described more fully below in this Compensation Discussion and Analysis.

        Long-Term Incentives.    Equity incentive compensation in the form of stock options and restricted stock is designed to provide long-term incentives to executive officers and other employees, to

encourage the executive officers and other employees to remain with us and to enable recipients to develop and maintain a long-term stock ownership position in the common stock, which in turn motivates the recipient to focus on long-term enhancement in stockholder value. Our Amended and Restated 2000 Stock OptionThe Company's 2010 Incentive Compensation Plan administered by the Compensation Committee, is the vehicle used for the grantinggrants of stock options and restricted stock.stock to our executive officers and other employees. Company management evaluates the efficacy of our long-term incentive compensation on an ongoing basis, and may from time to time provide 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 Named Executive Officers.executive officers.

        While generally granted on an annual basis, all options and restricted stock grants are discretionary and may be granted by the Compensation Committee at any time. Our company doeshas not embrace

adopted performance-vesting, meaning that individual vesting is not based upon the achievement of any specific goals or objectives. The Compensation Committee does, however, consider the individual and company'sCompany's performance in determining the 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 overall compensation package.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 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 value of such options or restricted stock. We consider long-term equity compensation to be an integral part of a competitive executive compensation package as a way to reinforce the individual's commitment to the Company and an important mechanism to align the interests of management with those of our stockholders. Annual grants are generally made in the first or second quarter of each year. In 2007 and 2008,2011, the CompanyCompensation Committee awarded stock options to certain of its employees andthe named executive officers as long-term incentive compensation.during the third quarter.

Chief Executive OfficerMix of Compensation

        In accordance with our pay-for-performance philosophy, and to align the interests of the Chief Executive Officer with our shareholders, approximately 50% of the Chief Executive Officer'sshort-term cash incentive compensation is at risk through short-term and long-term incentive programs. This at-risk component includes the annual cash and long-term equity incentive awards which are withinintended to be a significant portion of overall compensation, with this at-risk component increasing as a percentage of overall compensation potential as the discretionofficer's responsibility increases. For example, in 2011 over 50% of the Compensation Committee.our Chief Executive Officer's total potential cash compensation, and approximately 30% of each of our other named executive officers' total potential cash compensation, was at risk through short-term cash incentive programs.

        AnnualFiscal 2011 Base Salary.Salaries    Dr. Frank Laukien's base salary, which is subject to annual review and increase

        Base salaries of our executive officers are reviewed annually by the Compensation Committee and may be adjusted to reflect competitive conditions or individual performance. For fiscal 2011, the Compensation Committee approved a 2% salary increase for each of the named executive officers. As a result, Dr. Laukien's base salary was increased to $433,500 from $425,000, Mr. Knight's base salary was increased to $362,100 from $355,000 and Mr. Monahan's base salary was increased to $280,500 from $275,000.

Cash Incentive Plans and Review of Fiscal 2011 Performance

        Following a review in 2009 of the Company's cash incentive plan metrics and structure, the Compensation Committee revised the Company's methodology for determining the year ended December 31, 2008, a 39% increase comparedamounts to be awarded to our named executive officers based on annual quantitative and qualitative performance goals. Under the methodology adopted by the Compensation Committee for years beginning with 2010, the payment for cash incentive bonuses linked to the achievement of pre-established quantitative performance goals will be calculated based on percentage achievement of the quantitative target goal,

with no threshold or maximum. In cases where an individual quantitative goal improvement metric is less than 1%, the payout for achievement of that goal will be 100% up to a base salaryfull 1.0% improvement, and pro-rata for achievement in excess of $306,0001.0%. If the less than 1% goal is not achieved, then for each 0.1% shortfall the year ended December 31, 2007. Consistent with our pay-for-performance philosophy, Frank Laukien's base salariespayment will be reduced by 10%. For example, for 2008, 2007 and 2006 were below the median salarya goal of Chief Executive Officers0.5% improvement in operating margin, achievement of a 0.8% improvement would result in a 100% payment of the defined peer group.target with respect to that goal, achievement of a 1.1% improvement would result in a 110% payment of the target with respect to that goal and achievement of a 0.4% improvement would result in a 90% payment of the target with respect to that goal. Payments for qualitative goals will be made in a range of 50% to 100%, with 50% of the target amount payable if the Compensation Committee determines that a qualitative goal was partially achieved, 75% of the target amount payable if the Compensation Committee determines that a qualitative goal was substantially achieved and 100% of the target amount payable if the Compensation Committee determines that a qualitative goal was fully achieved. For 2009, as partexample, if an executive officer achieves 30% of our cost reduction initiatives, Frank Laukiena quantitative performance goal then the 2010 cash incentive bonus will include an amount equal to 30% of the target amount allocated to that goal. If the Compensation Committee determines that the executive officer has acceptedmade substantial progress toward achieving a 25% temporary voluntary salary reduction,qualitative performance goal, the cash incentive bonus payment will include an amount equal to $318,750.

        Annual Cash Incentive Award.75% of the target amount allocated to that goal. In order to provide additional motivation to the executive officers, and to reward outstanding corporate performance, the Compensation Committee has not set a maximum amount that can be earned in the event that the executive officers exceed their quantitative goals in the performance-based incentive plans. Bonus awards linked to individual qualitative goals, however, are to be limited to 100% of the target bonus amount allocated to each of those goals. The Compensation Committee may, in their discretion, award cash incentive bonuses above the target level in the event it determines that an executive officer has delivered exceptional performance.

2011 Cash Incentive Plans

        The Company believes that revenue growth and enhanced operating efficiency are critical to our success and will be key drivers of delivering value to our shareholders. The Compensation Committee determined that the quantitative incentive targets set Frank Laukien's 2008forth below, effective for 2011, provided balanced incentives and served as an appropriate mix of targets for measuring our executive officers' contributions to achieving the Company's strategic goals. Quantitative factors provided 70% of total cash incentive compensation potential, with the remaining 30% allocated to individual qualitative factors established by the Compensation Committee annually after consultation with management. Specific 2011 cash incentive targets, performance goals and weightings established by the Compensation Committee to measure and reward the performance of the named executive officers were as follows:

        Based upon its consideration of reference group bonus information and other market reference sources, the Compensation Committee determined that the 2010 target bonus levels established for Dr. Laukien and Mr. Knight continued to be within a reasonable and competitive range relative to their responsibilities. As a result, the target bonus levels of these executive officers were not changed for 2011. Mr. Monahan's bonus target for 2011 was set at $550,000$130,000, a 4% increase over his 2010 bonus target of $125,000, based on the Compensation Committee's assessment of competitive market levels.

2011 Quantitative Goals:
(70% of Target Bonus Potential)

        Based on our financial results for 2011, the Company exceeded its revenue goal by 25%, but did not fully meet or exceed any of the remaining four quantitative goals, including the goals relating to gross profit margin improvement, operating margin improvement, earnings per share and his bonus threshold at 80%, meaning that noworking capital improvement. As shown in the table above under the heading "2011 Quantitative Goals," the revenue goal represented 20% of each executive officer's total cash incentive bonus would be awardedpotential. The Company achieved 56% of the targeted improvement in the Company's earnings per share and 67% of the targeted improvement in the Company's working capital ratio, which accounted for those performance goals for which he10% and 20%, respectively, of each executive officer's cash incentive bonus potential. However, as a result of increased operating costs and a shift in the mix of products sold toward lower margin products, the Company did not achieve at least 80%any portion of the targeted levelgoals relating to gross margin and operating margin improvement, which together represented 20% of performance.each executive officer's cash incentive bonus potential. The Compensation Committee considered these results and determined that the portion of bonus targets linked to the quantitative goals would be included in bonus awards at levels commensurate to our performance relative to each of those goals. Accordingly, the Compensation Committee approved awards totaling 63% of cash incentive targets linked to quantitative goals to each of Dr. Laukien, Mr. Knight and Mr. Monahan for relative achievement of the combined Company-wide quantitative financial performance goals in 2011. Total cash incentive bonus payments to our executive officers for 2011 also included amounts awarded for achievement of the following individual qualitative goals.

2011 Individual Qualitative Goals:
(30% of Target Bonus Potential)

        The Compensation Committee considered Dr. Laukien's achievements in meeting his organizational development goals as well as performance againstrelated to the quantitative company-wide financial performance goals described above. In recognitionstreamlining the structure of performance that exceeded targeted levels for debt repaymentcertain divisional management functions and prudentthe development of business opportunities, including the introduction of new productscertain key senior managers and leadership in identifying and closing a number of strategic acquisitions, the Compensation Committee determined that, Frankas the goals had been substantially achieved, Dr. Laukien should be awarded 119%75% of his target bonus linked to these goals. The Compensation Committee also considered progress made with respect to various strategic operational and financial initiatives, including integration of businesses acquired in fiscal 2010 and financing of the operations of BEST, and determined that Dr. Laukien should be awarded 50% of the target bonus associated with each of those goals based on partial achievement. In recognition of his performance relative to these individual qualitative performance goals, the Compensation Committee awarded Dr. Laukien, in aggregate, 58% of the portion of his target cash incentive bonus linkedattributable to these individual qualitative performance goals.goals, or $96,250. For 2008,2011, including both quantitative and qualitative factors, FrankDr. Laukien was awarded a total cash incentive bonus of $404,239,$338,463, equal to 73%approximately 62% of his total target cash incentive bonus.

        The Compensation Committee hasconsidered Mr. Knight's achievements in meeting his goals related to operational cost savings initiatives and, based on insufficient progress toward realizing such cost savings, determined that Mr. Knight should not completed its reviewbe awarded any portion of the proposedhis target bonus levels and quantitative and qualitative factorslinked to be used to determine executive officer cash incentive bonus compensation for 2009. Frank Laukien's target bonus and performance goals for 2009 will be established upon completion of their review.

        Long-Term Incentives.    During 2008, Frank Laukien was granted options to purchase 100,000 shares of our common stock under the Amended and Restated 2000 Stock Option Plan. The options granted to Frank Laukien on May 7, 2008 vest annually over four years and are exercisable upon

vesting at $13.21 per share, which is equal to 110% of the closing market price of our common stock on the date of the grant. Annual option awards and his substantial ownership of our common stock ensure that Frank Laukien's pecuniary interests are closely aligned with those of our stockholders.

Other Named Executive Officer Compensation

        In determining base salaries and annual cash incentive award targets for calendar year 2008, the Compensation Committee made subjective judgments of each named officer's position, experience, responsibilities and performance. In addition, the Compensation Committee considered the median base salary and cash incentive award of the defined peer group. As a result of this analysis, the Compensation Committee set annual base salaries and cash incentive targets for each named officer at a level not to exceed the median of the peer group. Executive officers have the opportunity to receive total compensation awards exceeding the target levels by delivering outstanding performance in excess of the goals established in their individual bonus plans.

        In December 2008, as part of our cost-reduction initiatives and to help us better manage our employee-related costs in the current challenging global economic environment, certain of our executive officers accepted temporary salary reductions, to be effective for our 2009 fiscal year.

these goals. The Compensation Committee has not completed its reviewalso considered progress made with respect to various information technology initiatives, including the establishment of an information technology management infrastructure and the proposed target bonus levels and quantitative and qualitative factors to be used to determine executive officer cash incentive bonus compensation for 2009. Target bonus levels and quantitative and qualitative factors to be used to determine executive officer cash incentive compensation for 2009 will be established upon completiontransition of the Compensation Committee's review of management recommendations.

William J. Knight, Chief Financial Officer

        Mr. Knight's base salary for 2008 was $320,000, a 23% increase compared to a base salary of $260,000 for the year ended December 31, 2007, reflecting his increased responsibilities dueacquired businesses to the acquisition of the Bruker BioSpin Group. In keeping with our emphasis on the incentive components of executive officer compensation, Mr. Knight's base salaries for 2008, 2007 and 2006 were established at levels below the median salaries of Chief Financial Officers of our peer group. For 2009, as part of our cost reduction initiatives, Mr. Knight has accepted a 10% temporary voluntary salary reduction, to $288,000.

        Mr. Knight's 2008 bonus target was set at $140,000, a 65% increase over his 2007 bonus target of $85,000. In establishing Mr. Knight's 2008 bonus target, the Compensation Committee considered peer group salary and bonusCompany's information technology platform, and determined that Mr. Knight's aggregate cash compensation was significantly below thatKnight should be awarded 100% of the median cash compensation of Chief Financial Officers in the peer group. The Compensation Committee therefore determined that Mr. Knight'starget bonus target should be increased to a level that would raise his cash compensation potential to a level more comparable to the median of the peer group, while at the same time placing greater emphasis on the at-risk component.associated with those goals. The Compensation Committee also setconsidered substantial progress made with respect to improving inventory turns in the Scientific Instruments segment, and determined that Mr. Knight'sKnight should be awarded 75% of the target bonus threshold at 80%.associated with those goals. In approving Mr. Knight's recommended bonus award for 2008 of $92,397, equal to 66%recognition of his total target cash incentive bonus,performance relative to these individual qualitative performance goals, the Compensation Committee considered his performance against his individual qualitative goals as well as performance against the quantitative company-wide financial performance goals. In addition to amounts awarded for the portion of his total bonus target linked to the quantitative financial performance goals described above, Mr. Knight's bonus award included 94%Knight, in aggregate, 58% of the portion of his target cash incentive bonus linkedattributable to individual qualitative performance goals. The individual component was recommended to recognize performance that exceeded targeted levels for debt repaymentgoals, or $26,250. For 2011, including both quantitative and for the substantial progress made toward implementing a global cash management system.

        During 2008,qualitative factors, Mr. Knight was granted options to purchase 50,000 sharesawarded a total cash incentive bonus of our common stock under the Amended and Restated 2000 Stock Option Plan. The options granted to Mr. Knight in May 2008 vest annually over five years, with twenty percent vesting each year on the anniversary of the grant.

Dirk D. Laukien, Senior Vice President

        Dr. Dirk Laukien's base salary for 2008 was $300,000, a 13% increase over his 2007 base salary, reflecting his increased responsibilities due to the acquisition of the Bruker BioSpin Group. Dirk Laukien's base salaries for 2008, 2007 and 2006 were below median salaries of executive officers with similar responsibilities within our peer group. Dirk Laukien's salary for 2009 remains at $300,000.

        Dirk Laukien's 2008 bonus target was set at $140,000 and his bonus threshold was set at 80%. In approving Dirk Laukien's recommended bonus award for 2008 of $81,897,$92,308, equal to 58%approximately 62% of his total target cash incentive bonus.

        The Compensation Committee considered Mr. Monahan's achievements in meeting his goals related to financing of the Company's operations and various strategic accounting initiatives and determined that, based on the successful conclusion of amendments to the Company's primary credit facilities in May 2011, the closing of a private placement note offering in January 2012 and successful development of enhanced management reporting capabilities for accounting managers, Mr. Monahan should be awarded 100% of his target bonus linked to each of these goals. The Compensation Committee also considered progress made with respect to certain tax strategies and determined that Mr. Monahan should be awarded 75% of the target bonus associated with that goal. In recognition of his performance relative to these individual qualitative performance goals, the Compensation Committee considered his performance against his individual qualitative goals as well as performance against the quantitative company-wide financial performance goals. In addition to amounts awarded for the portion of his total bonus target linked to the quantitative financial performance goals described above, Dirk Laukien's bonus award included 69%Mr. Monahan, in aggregate, 92% of the portion of his target cash incentive bonus linkedattributable to his individual qualitative performance goals.

        Dirk Laukien joined the Company as its Senior Vice President in July 2006 upon completion of the acquisition of our Bruker Optics subsidiary. In 2006, Dirk Laukien received a $2.5 million one-time success fee payment from Bruker Optics immediately prior to the closing of our acquisition of Bruker Optics. Also in connection with the acquisition of Bruker Optics in 2006, Dirk Laukien was awarded 500,000 shares of restricted common stock under the Amendedgoals, or $34,375. For 2011, including both quantitative and Restated 2000 Stock Option Plan. Dirk Laukien was not granted additional equity incentive compensation in 2007 or 2008.

Brian P. Monahan, Corporate Controller

        Mr. Monahan's base salary for 2008 was $200,000, an 11% increase over his 2007 base salary of $180,000, reflecting his increased responsibilities due to the acquisition of the Bruker BioSpin Group. Mr. Monahan's base salaries for 2008, 2007 and 2006 were set at levels below the median salary of controllers within our peer group in order to place greater emphasis on performance-based incentive compensation. For 2009, as part of our cost reduction initiatives, Mr. Monahan has accepted a 10% temporary voluntary salary reduction, to $180,000.qualitative factors, Mr. Monahan was named Vice Presidentawarded a total cash incentive bonus of Finance and promoted to Chief Accounting Officer in March 2009.

        Mr. Monahan's bonus target for 2008 was set at $60,000, a 100% increase over his 2007 bonus target of $30,000, and his bonus threshold was set at 80%. In recommending the increase in Mr. Monahan's base salary and bonus target levels for 2008, the Chief Financial Officer reviewed salaries and bonuses paid to executives in our peer group as well as to employees in comparable positions at our U.S. subsidiaries and affiliates. Based on that review, the Chief Financial Officer and the Compensation Committee determined that Mr. Monahan's aggregate cash compensation potential was significantly below the peer group median and should be increased to a level more comparable to the median of the comparison group, with greater emphasis placed on the at-risk component.

        In approving Mr. Monahan's recommended bonus award for 2008 of $44,099,$89,750, equal to 73%approximately 69% of his total target cash incentive bonus,bonus.

2011 Long-Term Incentive Awards

        In September 2011, upon consideration of a variety of factors, including the individual responsibilities of each of our executive officers, our stock price and outstanding equity awards, the Compensation Committee considered his performance against his individual qualitative goals as well as performance against the quantitative company-wide financial performance goals. In addition to amounts awarded for the portion of his total bonus target linked to the quantitative financial performance goals described above, Mr. Monahan's bonus award included 119% of the portion of his target cash incentive bonus linked to individual qualitative performance goals. The individual component was recommended to recognize performance that exceeded targeted

levels for debt repayment and for the significant progress made toward developing and integrating the financial reporting systems and capabilities of the acquired Bruker BioSpin companies.

        During 2008, Mr. Monahan was granted options to purchase 15,000 shares of our common stock under the Amendedto each of

Dr. Laukien and Restated 2000 Stock Option Plan. TheMr. Knight and options granted in May 2008 vest annually over five years, with twenty percent vesting each year on the anniversaryto purchase 9,000 shares of the grant.our common stock to Mr. Monahan.

Executive Benefits

        In 2008,2011, our Named Executive Officersnamed executive officers were eligible for the same level and offering of benefits made available to other employees, including our company'sthe Company's 401(k) plan and welfare benefit programs.

2012 Compensation Determinations

        For fiscal 2012, the Compensation Committee approved a 2.5% salary increase for each of our Chief Executive Officer and Chief Financial Officer. In addition, the Compensation Committee considered the reference group bonus information compiled in 2010, as well as other market reference sources, and determined that the target bonus levels of our Chief Executive Officer and Chief Financial Officer were within a reasonable and competitive range relative to their responsibilities. As a result, the target bonus levels of our Chief Executive Officer and Chief Financial Officer were not changed for 2012.

Employment Contracts, Termination of Employment and Change in Control Arrangements

        Although the Company does not currently have an employment agreement with any of its executive officers, it did issue a letter offering employment to William J. Knight, who now serves as our Chief Financial Officer. Under the terms of the offer letter, Mr. Knight is entitled to a continuation of salary and benefits for a period of three months in the event his employment is terminated within twelve months of a sale of all or substantially all of our business to a third party. The offer letter also provides for anticipated annual grants of options to purchase 50,000 shares of our common stock, subject to the approval of the Compensation Committee.

        The Company has agreed to provide severance payments to Mr. Knight equal to six months' salary in the event of termination of employment without cause. Prior to his voluntary departure from employment by the Company in April 2012, Mr. Monahan was also entitled to severance payments equal to six months' salary in the event of termination of employment without cause.

Under the terms of the awards of options and restricted common stock granted under the Amended and Restated 2000 Stock Option2010 Incentive Compensation Plan, unvested amounts are forfeited if the grantee's employment or business relationship with our company is terminated for any reason, other than in the event of death or disability. The board of directors does, however, have the power and the right to accelerate vesting of any and all unvested amounts in the event of a change in control of Bruker Corporation.

Section 162(m) Limitations

        Section 162(m) of the U.S. Internal Revenue Code limits the tax deductibility by a corporation of compensation in excess of $1,000,000 paid to the Chief Executive Officer and any other of its four most highly compensated executive officers. However, compensation which qualifies as "performance-based" is excluded from the $1,000,000 limit if, among other requirements, the compensation is payable only upon attainment of pre-established, objective performance goals under a plan approved by stockholders.

        The Compensation Committee does not presently expect total cash compensation payable for salaries to exceed the $1,000,000 limit for any individual executive. Having considered the requirements of Section 162(m), the Compensation Committee believes that stock option grants to date meet the requirement that such grants be "performance-based" and are, therefore, exempt from the limitations on deductibility. The Compensation Committee will continue to monitor the compensation levels potentially payable under our cash compensation programs, but intends to retain the flexibility

necessary to provide total cash compensation in line with competitive practice, our compensation philosophy and our best interests.

Other Benefit Plans

        In October 2009, the Board of Directors of BEST adopted the Bruker Energy & Supercon Technologies, Inc. 2009 Stock Option Plan, or the BEST Plan. The BEST Plan provides for the issuance of up to 1,600,000 shares of BEST common stock in connection with awards under the plan. The BEST Plan allows a committee of the BEST board of directors to grant incentive stock options and non-qualified stock options to key employees and directors of the Company. The size of each grant is determined by the value of the BEST stock and BEST stock options at the time, the likely growth in that value and the importance of the individual to growing the value of the Company in the future. The BEST Plan is tied exclusively to increases in BEST's estimated value regardless of the Company's performance as a whole. As of December 31, 2011, 800,000 incentive stock options and non-qualified stock options had been awarded with vesting periods of three to five years. As a director of BEST, Dr. Frank Laukien participates in the BEST Plan and on October 1, 2009, was awarded an option to purchase 10,000 shares of BEST at an exercise price equal to the fair market value of BEST at the time of grant, subject to three-year vesting.

COMPENSATION COMMITTEE REPORT

        The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, promulgated under the Securities Act of 1933, as amended. Based on such review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement on Schedule 14A.

        Submitted by the Compensation Committee of Bruker Corporation's Board of Directors.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

        Mr. Kniss and Drs. FesikEmmerich and LintonFesik serve as members of the Compensation Committee. Mr. Kniss and Drs. FesikEmmerich and LintonFesik were not officers or employees of the Company or any of its subsidiaries during fiscal year 2008.2011. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Compensation Committee. In addition, none of our executive officers serves as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors.

SUMMARY OF EXECUTIVE COMPENSATION

        The following table summarizes the compensation earned by the President, Chief Executive Officer and Chairman and the Company's other executive officers who earned salary and bonus in excess of $100,000(the "named executive officers") for the years ended December 31, 2008, December 31, 20072011, 2010 and December 31, 2006 (the "Named Executive Officers") for services rendered during 2008, 2007 and 2006, respectively.2009.

2008
2011 Summary Compensation Table

20082011 Grants of Plan-Based Awards

        The following table sets forth certain information with respect to individual grants of plan-based awards to the Named Executive Officersnamed executive officers during the fiscal year ended December 31, 2008.2011.

Outstanding Equity Awards At December 31, 20082011

        The following table provides information concerning unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our most recently completed fiscal year. Each outstanding award is represented by a separate row which indicates the number of securities underlying the award, including awards that have been transferred other than for value (if any).

        For option As of December 31, 2011, there were no outstanding unvested stock awards granted to any of our named executive officers.