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,Tuesday, May 16, 201320, 2014 at 9:30 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 Tuesday, May 16, 2013,20, 2014, at 9:30 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 I nomineesII nominee for director named in the accompanying proxy statement to hold office until the 20162017 Annual Meeting of Stockholders.

2.

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2013.2014.

3.

To hold an advisory vote to approve compensation paid to our named executive officers.

4.

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

        The board of directors has fixed the close of business on March 22, 201326, 2014 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 10, 201316, 2014

        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 16, 2013:20, 2014:

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

BRUKER CORPORATION
PROXY STATEMENT

        This proxy statement and the enclosed proxy card are furnished in connection with the solicitation of proxies by the board of directors of Bruker Corporation (the "Company") for use at the 20132014 Annual Meeting of Stockholders (the "2013"2014 Annual Meeting") to be held on May 16, 2013,20, 2014, 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 statement and form of proxy are first being sent to stockholders is April 10, 2013.16, 2014.

        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 20132014 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 candidatescandidate for election as directorsdirector at the 20132014 Annual Meeting who receivereceives 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 2013,2014, and Proposal No. 3, the non-binding, advisory vote regarding the compensation of the Company's named executive officers, 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 card is properly executed and returned, it will be voted in the manner instructed by the stockholder. If a proxy card is properly submitted but contains no instructions, the shares represented thereby will be voted FOR all nomineesthe nominee for director in Proposal No. 1, and FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 20132014 in Proposal No. 2.2 and FOR approval of the non-binding, advisory vote regarding the compensation of the Company's named executive officers in Proposal No. 3. In addition, if other matters come before the meeting, the persons named in the accompanying proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. Any person signing the enclosed form of proxy has the power to revoke it by voting in person at the meeting or by giving written notice of revocation to the Secretary of the 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.

        If shares are held in the "street name" of a broker or other nominee, the broker or nominee may not be permitted to exercise voting discretion with respect to certain of the proposals to be acted 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 named executive officers. These rules apply notwithstanding the fact that shares of the Company's Common Stock are traded on the NASDAQ Global Select Market. If the brokerage firm lacks discretionary voting power with respect to an item that is not a routine matter and you do not provide voting instructions (a "broker non-vote"), such shares will be counted for purposes of establishing a quorum to conduct business at the 20132014 Annual Meeting, but will not be counted for purposes of determining whether stockholder approval of any particular matter has been 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, telecopierfacsimile 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 20122013 Annual Report, including the Company's audited financial statements for the fiscal year ended December 31, 2012,2013, is being mailed to stockholders concurrently with this proxy statement.

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

RECORD DATE AND VOTING SECURITIES

        Only stockholders of record at the close of business on March 22, 201326, 2014 are entitled to notice of and to vote at the meeting.2014 Annual Meeting. On March 22, 2013,26, 2014, the Company had outstanding and entitled to vote 167,037,400167,891,362 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 2014 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. In July 2006, weWe acquired Bruker Optics Inc., also a company under common control. In February 2008, we acquired in July 2006 and 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 February 2008. In connection with the Bruker BioSpin acquisition, we changed our name to Bruker Corporation. Our four principal operating segments are Bruker BioSpin, Bruker CALID, Bruker MAT and Bruker Energy & Supercon Technologies, or BEST.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

        The first proposal on the agenda for the 20132014 Annual Meeting is the election of Wolf-Dieter Emmerich, Brenda J. Furlong, Frank H. Laukien and Richard A. PackerStephen W. Fesik to serve as a Class I directorsII director for a three-year term beginning at the 20132014 Annual Meeting and ending at our 20162017 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 twelvethirteen members of our board of directors, consisting of four Class I directors, four Class II directors and five Class III directors.

        Our board of directors has determined that, as of the 2014 Annual Meeting, the size of the board of directors will be reduced to eleven members, consisting of four Class IIII directors, two Class II directors and therefive Class III directors. Accordingly, two of our current Class II directors serving for terms expiring at the 2014 Annual Meeting, namely Richard M. Stein and Bernhard Wangler, have not been nominated for re-election and will be retiring from service on our board of directors at the conclusion of their terms. Another of our current Class II directors serving for a term expiring at the 2014 Annual Meeting, Marc A. Kastner, has been nominated to serve as Director of the Office of Science of the U.S. Department of Energy and, if confirmed for such position by the U.S. Senate, is one

expected to resign from our board of directors upon such confirmation. If his appointment to the U.S. Department of Energy Office of Science is not confirmed prior to the 2014 Annual Meeting, Dr. Kastner's term will expire and his service on our board of directors will end at that time, leaving a vacancy withinin the class of Class II directors.

        At the 2013 Annual Meeting, four nominees will be elected as Class I directors to serve for a term expiring at the 2016 Annual Meeting of Stockholders. The directors in each of Class III and Class III are serving terms expiring at the Company's Annual Meeting of Stockholders in 20142016 and 2015, respectively.

        Each Effective as of the nominees2015 Annual Meeting of Stockholders, in conjunction with the expiration of the terms of the five current Class III directors, the classes will be adjusted to consist of four Class I directors, three Class II directors and four Class III directors.

        At the 2014 Annual Meeting, one nominee will be elected as a Class II director to serve for a term expiring at the 2017 Annual Meeting of Stockholders and there will be one vacancy in the class of Class II directors. The Nominating Committee is engaged in a search for a qualified candidate to fill that vacancy. As provided in our bylaws, the vacancy may remain unfilled or may be filled by a majority vote of the directors then in office. Proxies may not be voted for more than one nominee at the 2014 Annual Meeting.

        The nominee for Class III director, Wolf-Dieter Emmerich, Brenda J. Furlong, Frank H. Laukien and Richard A. Packer,Stephen W. Fesik, is currently serving as a Class III director. All nominees wereDr. Fesik's nomination was unanimously approved by our board of directors, including unanimous approval by our independent directors, upon the unanimous recommendation of the Nominating Committee, which is comprised of three independent directors.

        Unless marked otherwise, proxies received will be votedFOR the election of each of the four nomineesnominee for the office of director. If any such nominee is unwilling or unable to serve as a nominee for the office of director at the time of the 20132014 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 mayif no such nominee is designated, a vacancy will be reduced so that there is no vacancy.created in Class II. The board of directors has no reason to believe that any of the nomineesnominee 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.Stephen W. Fesik to serve as a Class II director.

Certain Information Regarding Directors and Nominees

        The biographies of the nominee and each of the nominees andour 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 Company in 2013.Company.

NomineesNominee for Election to a Three-Year Term Expiring at the 2016 Annual Meeting

Directors Continuing in Office until the 20142017 Annual Meeting

Directors Continuing in Office until the 2015 Annual Meeting

Directors Continuing in Office until the 2016 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. TheOur 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 twelvethirteen members of our board of directors and there is one vacancy within the class of directors serving for a term expiring at our 2014 Annual Meeting. Eightdirectors. Nine of our twelvethirteen current directors, namely Wolf-Dieter Emmerich, Stephen W. Fesik, Brenda J. Furlong, Marc A. Kastner, Richard D. Kniss, William A. Linton, Gilles Martin, Richard A. Packer, and Chris van Ingen, meet the independence requirements of the NASDAQ Stock Market LLC, or NASDAQ, listing standards.

        Two of our current directors serving for terms expiring at the 2014 Annual Meeting, Richard M. Stein and Bernhard Wangler, will not be continuing service on our board of directors after the conclusion of their terms. Another of our current Class II directors serving for a term expiring at the 2014 Annual Meeting, Marc A. Kastner, has been nominated to serve as Director of the Office of Science of the U.S. Department of Energy. If Dr. Kastner is confirmed for such position by the U.S. Senate prior to the 2014 Annual Meeting, it is expected that he will resign from our board of directors upon such confirmation. If his appointment to the U.S. Department of Energy Office of Science is not confirmed prior to the 2014 Annual Meeting, Dr. Kastner's term will expire and his service on our board of directors will end at that time. Of these three directors, only Dr. Kastner is an independent director. None of these three directors currently serves on a committee of our board of directors.

        During 2012,2013, the board of directors of the Company held eightfive meetings. Our incumbent directors, on average, attended approximatelyover 98% of board and committee meetings during 2012.2013. No director attended less than 75 percent of the total number of 20122013 meetings of the board of directors and board committees of which he or she was a member. 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 20122013 Annual Meeting.

        As described below, the board of directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating Committee.

        Audit Committee.    The Audit Committee of the board of directors is currently comprised of Brenda J. Furlong, Richard A. Packer, and Chris van Ingen, each of whom satisfysatisfies the applicable independence requirements of the rules and regulations of the SEC and NASDAQ. Under these rules, we are required to have an Audit Committee consisting of at least three independent members. The Audit Committee met seveneight times during 20122013 in regular session. During 2012,From time to time, the Audit Committee may also met periodically in connection withhold meetings or teleconferences to discuss certain topics, including, but not limited to, the Company's review of legal compliance matters at certain of its subsidiaries operating in China and Hong Kong. Ms. Furlong, Chair of the Audit Committee, 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 is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        Compensation Committee.    The Compensation Committee, which is comprised of Wolf-Dieter Emmerich, Stephen W. Fesik and Richard D. Kniss, all of whom meet the independence requirements

of the NASDAQ Listing Rules, met eleventen times during 2012.2013 and acted once by unanimous written consent. Mr. Kniss is the Chairman of the Compensation Committee. The Compensation Committee (i) administers the Company's stock optionincentive plan; (ii) determines the chief executive officer's salary, bonus, and equity based compensation; (iii) oversees the executive compensation program for the Company's other executive officers; 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 executive officers who report directly to him, including, without limitation, the Chief Financial Officer, and makes recommendations to the Compensation Committee regarding the Chief Financial Officer'ssuch executive officers' compensation. Additionally, the Chief Financial Officer annually evaluatesprovides the Chief Executive Officer input on the annual evaluations of the performance of the Company's other executive officers other than the Chief Executive 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, adoptsdiscusses the recommendations with our Chief Executive Officer and Chief Financial Officer. In some cases, these discussions may lead to adjustments to an executive officer's performance evaluation and compensation recommendation. In other cases in which the Compensation deems it appropriate, the evaluations and management recommendations may be approved by the Compensation Committee with little toor no change. Our Chief Executive Officer, Chief Financial Officer and the Global Vice President 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 is 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 major 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 one time during 2012.2013. In addition to this meeting, members of the Nominating Committee communicated periodically throughout the year regarding candidates for director and director nomination matters. At a meeting held in February 2013,2014, the Nominating Committee unanimously recommended the current slate of nomineesnominee for director to the full board of directors, as well asdirectors. In January 2014, the Nominating Committee also unanimously recommended the election of Marc A. KastnerGilles Martin as a Class III director, for a term expiring at the 2015 Annual Meeting, to fill one of two vacanciesa vacancy on the Company's board of directors.

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

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 2012.2013.

        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 and backgrounds 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 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.

        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 Nominating 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 providing 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 20132014 Annual Meeting, stockholders will be asked to consider the re-election of Wolf-Dieter Emmerich, Brenda J. Furlong, Frank H. Laukien and Richard A. PackerStephen W. Fesik to serve as a Class I directors. All of the nominees for director areII director. Dr. Fesik is standing for 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 Audit and Compensation Committees assist the board in carrying out this responsibility by focusing on specific key areas of risk that our business faces. The board's role in risk oversight includes receiving regular reports from members of senior management on 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, the Audit Committee in the case of financial and compliance risks that are within the oversight of the Audit Committee or the Compensation Committee in the case of matters relating to our compensation policies and practices, receives these reports from members of management to enable the board or the Audit or Compensation Committee, as applicable, 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 Senior Vice President, Corporate Finance and Accounting, 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 members of our 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 and Mr. Joerg Laukien, receive compensation only as employees of the Company and receive no additional compensation for service as a director. Similarly, Dr. Tony Keller, a former employee director who retired at the expiration of his term in May 2012, and Dr. Dirk D. Laukien, a former employee director who resigned from the board of directors and from his position as Senior Scientific Fellow of the Company effective July 10, 2012, did not receive compensation for service as a director. Directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the board or committees thereof.board committees.

Components of Director Compensation

        Effective April 1, 2012, the Compensation Committee approved certain changes to non-employee director cash compensation after consideration of a survey of director compensation at comparable

public companies and comparison of the survey results to the Company's director compensation practices established in 2006. During 2012,2013, directors other than employee directors were paid cash compensation according to the following schedule:

        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 5, 2012,7, 2013, the Company granted each non-employee director, other than Richard Stein, an annual equity award consisting of an option to purchase 6,00010,000 shares of common stock. The 20122013 option grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on January 5, 2013. Effective for grants beginning in 2013, during 2012 the Compensation Committee 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.7, 2014. On January 7, 2013,6, 2014, annual equity awards were granted to all non-employee directors other than Mr. Stein.Stein and Dr. Kastner. The 20132014 grants to non-employee directors consisted of an option to purchase 10,000 shares of common stock, which option vests ratably in annual installments over three years on the anniversary of the grant date, beginning on January 7, 2014.6, 2015.

        Effective April 1, 2014, our board of directors approved a change in the annual retainer paid to non-employee directors, increasing the amount to $40,000 annually. The increase in compensation was recommended by the Compensation Committee after consideration of a survey of director

compensation at comparable public companies and comparison of the survey results to the Company's director compensation practices established in 2012.

        Throughout 2012,the first quarter of 2013, Dr. Emmerich, Ms. Furlong, Dr. Keller, Dr. Frank Laukien, Mr. Joerg Laukien, Mr. van Ingen and Charles F. Wagner, Jr., the Company's Executive Vice President and Chief Financial Officer, also served as members of the board of directors of Bruker Energy & Supercon Technologies, Inc., or BEST, a subsidiary of the Company. As non-employee directors of BEST, Dr. Emmerich, Ms. Furlong and Mr. van Ingen were each entitledreceived $3,750, equal to receiveone quarterly installment of the $15,000 as an annual BEST board retainer, payable in four equal quarterly installments per annum, as well as meeting fees of $1,000 per meeting attended. Additionally, until accepting employment with the Company in June 2012, Mr. Wagner was entitled to receive $15,000 as an annual retainer and meeting fees of $1,000 per meeting attended for his service as a non-employee director of BEST.$1,000. In 2012,2013, Dr. Emmerich received additional compensation of $7,500$1,875 for service as chair of the Compensation Committee of the BEST board of directors and $10,000$2,500 for service on the BEST Audit Committee. Ms. Furlong received additional compensation of $15,000$3,750 in 20122013 for service as chair of the Audit Committee of the BEST board of directors. Mr. van Ingen received additional compensation of $10,000$2,500 in 20122013 for service as the Executive Chairman of the BEST board of directors and $5,000$1,250 for service on the BEST Compensation Committee. Mr. Wagner received total compensation of $15,500 for service on the BEST board of directors in 2012, including $5,000 for service on the BEST Audit Committee. On August 13, 2012, the Company granted each of Dr. Emmerich, Ms. Furlong, Dr. Keller, Mr. van Ingen, Mr. Joerg Laukien and Mr. Wagner an equity award for service as a BEST director, consisting of an option to purchase 5,000 shares of common stock of the Company. These option grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on August 13, 2013.

        The following table provides information concerning the compensation paid by us to each of our non-employee directors for the fiscal year ended December 31, 2012.2013. The compensation paid to Dr. Frank Laukien, our President and Chief Executive Officer, and to Mr. Wagner, our Executive Vice

management roles at Thermo Fisher Scientific Inc., a global provider of analytical instruments, equipment, reagents and consumables, software and services for research, analysis, discovery and diagnostics headquartered in Waltham, Massachusetts. At Thermo Fisher Scientific, Mr. Srega led a number of significant operating divisions, including as Vice President and General Manager Biomarkers, BRAHMS GmbH, from 2011 to 2012, Vice President and General Manager Scientific Instruments Division Global Products from 2005 to 2011 and Vice President and

General Manager Advanced MS from 1996 to 2004. Prior to 1996, Mr. Srega was with Badenwerk AG, a German power utility company located in Karlsruhe, Germany, from 1988 to 1995 and an employee of Bruker GmbH from 1980 to 1988. Mr. Srega holds a B.A. in Finance from Nord Akademie in Hamburg, Germany and a B.A. in Engineering from Karlsruhe University of Applied Sciences in Karlsruhe, Germany.

COMPENSATION DISCUSSION AND ANALYSIS

        This Compensation Discussion and Analysis ("CD&A") describes the principles, objectives, and features of our executive compensation program, which is generally applicable to each of our senior officers. However, this CD&A focuses primarily on the program as applied to our Chief Executive Officer and the other named executive officers included in the Summary Compensation Table, whom we refer to collectively in this proxy statement as the "named executive officers." For 2012,2013, our named executive officers were:

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Dr. Frank H. Laukien, Chairman, President and Chief Executive Officer



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Mr. Charles F. Wagner, Jr., Executive Vice President and Chief Financial Officer since July 2012



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Mr. William J. Knight, Chief Financial Officer until July 2012Anthony L. Mattacchione, Senior Vice President, Corporate Finance and Chief Operating Officer until February 2012Accounting



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Mr.Dr. Mark R. Munch, President, Bruker Nano Inc.Surfaces Division and Bruker MAT Group



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Dr. Burkhard Prause,Mr. Juergen Srega, President, Bruker Energy & Supercon Technologies, Inc.



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Mr. Stephan Westermann, Executive Vice President–Order Execution, Production & Logistics of Bruker Scientific Instruments and Executive Vice President–Operations of Bruker BioSpinCALID Group

Executive Overview

        Our executive compensation program is designed to attract, motivate, retain and retainreward 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.value without encouraging excessive or unnecessary risk-taking.

        Our business strategy is to create value for our stockholders based on our ability to innovate and generate rapid revenue growth, both organically and through acquisitions. Achieving improvements in our gross profit margins, and operating margins isand cash flow are also critical to our success. In 2012,2013, our revenues grew by 8.5%2.7% to $1.84 billion from $1.79 billion, despite a difficult economic environment in certain of our key markets. Adjusted for changes in foreign exchange rates and recent acquisitions and divestitures, our 20122013 revenues grew by 11.9%3.2%. Despite this increase in revenues, our gross profit declined and our gross profit margin for fiscal 2013 dropped to 43.8% from 46.3% for fiscal 2012. On a non-GAAP basis, excluding the effects of acquisition-related costs and restructuring charges totaling, in the aggregate, $27.3 million and $21.9 million for the year ended December 31, 2013 and 2012, respectively, our gross profit margins declined approximately 220 basis points to 45.3% for fiscal 2013, compared to 47.5% for fiscal 2012. Our operating income for fiscal 2013 declined to $148.2 million, or 8.1% of revenues, from $156.0 million, or 8.7% of revenues, for fiscal 2012. Adjusted for acquisition-related costs and other non-recurring charges totaling, in the aggregate, $57.3 million and $63.0 million in 2013 and 2012, respectively, our non-GAAP operating margin declined by approximately 100 basis points to 11.2% in 2013 from 12.2% in 2012.

        We remained focused in 2013 on various initiatives aimed at reducing our operating costs and improving our operating efficiency. While we reported improvementwere able to reduce our selling, general and administrative expenses and research and development expenses in our gross margins on a GAAP basis, our GAAP operating margins declined, primarily due an increase2013, these cost-savings were more than offset by adverse changes in impairmentforeign exchange rates, particularly the strengthening of the U.S. Dollar against the Japanese Yen, as well as costs related to closing facilities and implementing outsourcing and other one-time charges in 2012. On an adjusted basis, however, both our gross margins and operating margins increased.restructuring initiatives. As a result of increasing pricing pressures, changes in the mix of products sold toward lower margin products and increases in production costs, particularly inthese factors, although our Bruker CAM operating division, the increases in both adjusted operating margins and adjusted gross margins were not as strong as the increases we had established as goals for 2012. OurGAAP earnings per share on a GAAP basis declinedimproved modestly to $0.48 per share in 2013 from $0.46 per share in 2012, from $0.55 per share in 2011, primarily as a result of various non-recurring charges. Adjusted for certain non-recurring items, 20122013 non-GAAP earnings per share fell to $0.77 from $0.83 for 2012.

        Our 2013 financial results did not achieve the corporate financial goals we had established for 2013. However, our management team made significant progress on a number of $0.83 was little changed comparedstrategic initiatives that we believe will benefit our future profitability and ultimately contribute to $0.82positive shareholder value creation. Consequently, consistent with our pay for 2011.

performance philosophy, the 2013 cash incentive awards approved for our executive officers reflected these mixed results and were below targeted award amounts. Highlighted below are some of the key actions and decisions with respect to our executive compensation programs for fiscal year 2012,2013, as approved by the Compensation Committee:

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Salaries.  For fiscal 2013, the Compensation Committee evaluated our executive officers' base salaries in light of competitive market levels and approved a 23.8% salary increase for Dr. Frank Laukien, our Chief Executive Officer. The Compensation Committee considered this adjustment appropriate in recognition of the Company's growth and increasing complexity, as well as the Compensation Committee's understanding of competitive market levels for chief executive officers with similar experience and responsibilities. The 2013 base salaries for each of our other executive officers, serving aseach of January 1,whom joined our senior management team during 2012 or 2013, were set at levels which the Compensation Committee approved 2.5% salary increases. In connection with Mr. Wagner's joining the Company as Chief Financial Officer, the Compensation Committee approved significant changes in the levelconsidered appropriate given their respective responsibilities and mix of compensation paid to our Chief Financial Officer, including the base salary.competitive market conditions.



•

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 20122013 was linked to achievement of corporate and individual quantitative and qualitative goals.



•

As with past years, the Compensation Committee established specific fiscal year 20122013 quantitative and individual qualitative goals for eachour executive officer.officers. Payment for cash incentive bonuses linked to the achievement of pre-established quantitative financial performance goals is calculated based on percentage achievement of the quantitative target goal,respective goals, with no threshold or maximum.



•

The Compensation Committee established 2012approved 2013 quantitative performance targets related to revenue growth, gross margin improvement, operating marginprofit improvement, earnings per share growth and working capital management for our Chief Executive Officercorporate level executives, including Dr. Laukien, Mr. Wagner and our Chief Financial OfficerMr. Mattacchione, based on our business plan goals for these key metrics. The quantitative performance targets approved by the Compensation Committee for our executive officers with primary operating Group management responsibilities, including Mr. Srega and Dr. Munch, varied based on key performance drivers for their respective operating Group. Quantitative financial performance goals represented 70% of theseeach of our executive officer'sofficers' total cash incentive compensation potential, with the remaining 30% allocated to individual qualitative factorsperformance goals established by the Compensation Committee. The mix of quantitative and qualitative goals approved by the Compensation Committee for our other executive officers varied based on individual roles, responsibilities and key performance drivers.



•

Annual cash incentive awards for fiscal 20122013 rewarded our Chief Executive Officer and Chief Financial Officerexecutive officers for achieving our goal for revenue growth,generally strong performance relative to their individual qualitative goals, but also reflected the fact that otherour financial or individualperformance goals either were not achieved or were only partially achieved. 2012 performance metrics of our other named executive officers reflected goals tied to the performance of their respective areas of direct influence. Based on 20122013 quantitative goals and performance results and our pay for performance

philosophy, cash incentive payments for performance against quantitative goals ranged from 61%0% to 114%46% of our executive officers' target bonuses linked to their 20122013 quantitative bonus targets.performance goals. In addition, our executive officers received amounts ranging from 50%74% to 100% of target bonuses linked to their 20122013 individual qualitative bonus targets.

performance 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 2012,2013, 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 2012,2013, the Compensation Committee approved long-term incentive awards to certain of our executive officers and senior management team, including awards of 100,000 shares ofstock options and restricted stock, to Dr. Laukien and 88,028 shares of restricted stock to Mr. Wagner, in each case valued at approximately $1,000,000 on the date the award was granted. Additionally, Dr. Prause was awarded options to purchase 55,000 shares of our common stock and Mr. Knell was

awarded options to purchase 35,000 shares of our common stock. All such awards are subject to time-based vesting.

The value of such awards to our named executive officers on the respective grant dates ranged from 2 times to over 2.5 times the named executive officer's respective 2013 base salary, other than in the case of Mr. Srega, who received an initial equity award upon joining the Company in early 2013 which was higher than that range in order to induce Mr. Srega to join the Company and to offset forfeited equity awards from his former employer.

2011 Say on Pay Vote

        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 at the 2011 Annual Meeting of Stockholders approved the compensation decisions and policies described in the 2011 proxy statement. The Compensation Committee again considered this result in 20122013 and determined that it was not necessary to make any material changes to the Company's compensation policies and practices in response to the most recent advisory vote. However, the Compensation Committee regularly reviews the compensation programs of our executive officers to ensure that they achieve our objectives. At the Company's 2011 Annual Meeting of Stockholders, our stockholders also voted on a proposal on the frequency of future stockholder advisory votes regarding the compensation of the Company's named executive officers. A frequency of once every three years received the highest number of votes cast, as well as a majority of the votes cast on the proposal. Consistent with these results, our stockholders will next beare being asked to cast an advisory vote regarding executive officer compensation at the Company's 2014 Annual Meeting of Stockholders.

Executive Compensation Philosophy and Process

Key Considerations in Setting Compensation

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

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attract and retain qualified executive officers by offering competitive compensation packages;



•

motivate existing officers to perform by providing meaningful incentive-based compensation;



•

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



•

focus our leadership team on creating value for our stockholders.stockholders, without encouraging excessive or unnecessary risk-taking.

        To achieve these objectives, we have embraced a compensation philosophy that seeks to align compensation with our strategic objectives and reward our executive officers for meeting 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 our short and long term performance objectives. To motivate our executive officers, we focus on cash compensation in the form of salary and bonus,annual performance incentives, a portion of which is tied to the individual's performance, and we augment this cash compensation with equity grants. In structuring executive compensation, the Compensation Committee focuses on our goal of long-term enhancement of 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 equity incentive 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 2012 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.

Role of the Compensation Committee

        Our executive compensation program is administered by the Compensation Committee of the board of directors. The Compensation Committee oversees the Company's equity incentive plan, 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 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.

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

        For executive officers other than our Chief Executive Officer, the Compensation Committee relies primarily on input and recommendations from our Chief Executive Officer in the case of our Chief Financial Officer and other executive officers who report directly to our Chief Executive Officer and, in the case of our other executive officers, our Chief Financial Officer. Our Chief Executive Officer and our Global Vice President of Human Resources also may contribute input to the Compensation Committee in connection with its evaluation of executive officers' performance objectives and performance of the executive officers against those objectives to assist it in making appropriate decisions regarding salary and incentive awards.

        During or prior to the first quarter of each fiscal year, the Compensation Committee reviews and approves changes to our executive officers' total target cash compensation, including base salary and target incentive compensation. During the first quarter of each fiscal year, the Compensation Committee also reviews recommendations from management on the most recently completed fiscal year short-term incentive compensation programs relative to anticipated corporate and individual performance. Additionally, during the first quarter of each fiscal year, the Compensation Committee reviews and makes recommendations to the full board of directors regarding any changes to board compensation. The Compensation Committee generally reviews recommendations for long-term equity incentive awards during the second quarter of the fiscal year.

        The Compensation Committee assesses competitive market compensation for our executive officers using a variety of external sources, including cash compensation data derived from independent sources for a reference group of publicly-traded companies in the same or similar industries. The companies in the reference group vary in terms of size, as 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. Although individual pay is driven largely by individual and corporate performance considerations, the Compensation Committee has historically used reference group data as a "market check" to help ensure that individual cash compensation levels remain reasonable and competitive. 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.

During 2012, the Compensation Committee engaged an independent compensation consultant, QTI Consulting, Inc., or

QTI, to provide guidance to the Compensation Committee and to management on compensation trends and program designs anddesign, as well as an objective perspective on the process of evaluating and developing proposals regarding our paycompensation practices. In light of the growth in recent years in the size of the Company and its global operations, changes in the competitive landscape as a result of industry consolidation and evolving changes in the Company's own organizational and management structure, theThe Compensation Committee and management workedcontinued to use the data compiled by QTI during fiscal 2013 for the development of overall competitive equity grant guidelines for the Company. Additionally, in September 2013, management retained independent consulting firm Radford Consulting, or Radford, to provide additional support in evaluating the Company's executive compensation levels and practices, particularly with therespect to total direct compensation, consultant throughout 2012 to, among other things, develop an expanded peer group for competitive compensation comparisons, analyze internal pay equity acrossand long-term incentive award processes, including the Company's global operations and recommend a unified global structure forimpact of overall shareholder dilution resulting from equity awards.

        The Compensation Committee retains the Company's compensation practices based on current competitive market pay levels. Althoughdiscretion to approve awards in excess of those calculated to have been earned under the initial resultspre-established cash incentive plans of this work helped informour executive officers in recognition of exceptional individual performance or contributions to Company performance. Additionally, the Compensation Committee's assessments and determinationsCommittee may exercise its discretion not to approve cash incentive plan awards calculated to have been earned under a pre-established cash incentive plan of compensationan executive officer in the latter halfevent the Compensation Committee determines that such executive officer has violated Company policies or has failed to meet minimum performance expectations of 2012, it is expected the analyses and recommendations provided by the compensation consultant will play a greater rolean executive officer in the evaluation of the Company's compensation process and program design beginning in 2013. QTI Consulting, Inc. did not provide any other services to the Company in 2012.that executive's position.

Role of Management

        The Chief Executive Officer, with the assistance of the Chief Financial Officer, is responsible for making recommendations to the Compensation Committee for our Company-wide performance goals and the bonuscash incentive 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 bonuscash incentive plan and target levels. The Compensation Committee reviews the recommendations of the Chief Executive Officer and Chief Financial Officer and determines the final bonusincentive plan structure and goals for each of the executive officers, including threshold and target bonusincentive payment levels. After the close of the fiscal year, the Chief Executive Officer, assisted by the Chief Financial Officer, provides the Compensation Committee with his assessment of the performance of the other executive officers against their respective bonus goals and proposed bonuscash incentive payout. When determining the bonuscash incentive plan payout for theour executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer and Chief Financial Officer, makes the final determination based on its assessment of each executive officer's performance relative to his or her performance-based goals.

        The determinationChief Executive Officer, Chief Financial Officer and Global Vice President of Human Resources participate in Compensation Committee meetings, at the bonus earned is generally made within the first quarter after the endrequest 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, to provide background information and explanations supporting compensation recommendations, including the results of annual performance evaluations our Chief Executive Officer and Chief Financial Officer conduct on our other named executive officers.

Role of Compensation Consultants

        In light of the growth in recognitionrecent years in the size of exceptional individual performance or contributionsthe Company and its global operations, changes in the competitive landscape as a result of industry consolidation and changes in the Company's own organizational and management structure, the Compensation Committee and management worked with QTI in 2012 to, company performance.among other things, develop a survey for competitive compensation comparisons, analyze internal pay equity across the Company's global operations and recommend a unified global structure for the Company's compensation practices based on current competitive market pay levels. The results of this work, including the market survey data discussed below, helped inform the Compensation Committee's assessments and determinations of executive officer compensation for 2013.

        In September 2013, management retained Radford to provide additional support to management and the Compensation Committee, including the selection of new peer group companies and expanded peer group survey data, as well as analysis and advice on the Company's executive compensation structure, program design and market practices. Services provided during fiscal 2013 by Radford under its engagement with the Company included working with the Company to develop a new peer group to be used for compensation assessments, analyzing the Company's executive compensation pay levels and practices, including the Company's share allocation and utilization as compared with selected peer companies, and providing advice with respect to incentive plan design changes. The analyses and recommendations provided by Radford are expected to be among the inputs considered in the evaluation of the Company's compensation process, program design and executive compensation determinations beginning in 2014.

        Through its affiliates QTI Professional Staffing and Qualitemps, QTI provided certain temporary staffing services to the Company in 2013. Aon and Aon Hewitt, affiliates of Radford, also provided human resources consulting services to the Company in 2013for which services they received aggregate fees of $380,000 in 2013. For its services as a compensation consultant to the Company, Radford received aggregate fees of $50,000 in 2013. The Compensation Committee has assessed the independence of QTI and Radford and determined that each of the compensation consultants is independent and that no conflicts of interest existed during fiscal 2013 or, in the case of Radford, which continues to provide compensation consulting services to the Company, exist currently. The Compensation Committee has the authority to retain, compensate and terminate any consultants or advisers it deems necessary to assist it in the fulfillment of its responsibilities.

2012 Executive Compensation ProgramPeer Group Review and Market Data

        In establishing and evaluating fiscal 20122013 compensation for our executive officers as of January 1, 2012,2013, as well as for executive officers hired in 2013, the Compensation Committee determinedutilized survey market data and peer group analysis provided by QTI. The Compensation Committee believes that it is important to consider compensation practices of companies that are comparable to us in terms of revenue, market capitalization and industry. The market data compiled by QTI in 2012 updated the competitive assessment of referencepeer group universe and market data compiled by the Company in 2010 continued to provide a relevant context for its evaluation ofand was based on published survey sources, including the over-all competitivenessEconomic Research Institute Executive Compensation Assessor, Radford Global Technology and Global Sales Surveys and Towers Watson Data Services Global Remuneration Planning and Data Services Top Management Compensation Survey Reports, as well as recent proxy statements of the Company's executive compensation programs.peer group companies. The Compensation Committee therefore referreddid not directly tie target compensation for our named executive officers to any one type of reference data, but instead considered all of these sources in determining the 2010 assessment as one sourceappropriate level of marketcompensation for our executive officers.

        For fiscal 2013 compensation evaluations, the peer group identified by QTI and referenced by the Compensation Committee was comprised of 20 other companies in the scientific instruments and durable goods manufacturing industry groups. The Compensation Committee believes that a peer group consisting of competitors of various sizes provides useful insight for their consideration of compensation levels, including information in its determinationsabout the range and median of executive salarycompetitive salaries and cash incentive bonus award opportunitiesbonuses. In 2012, at the time QTI compiled data for fiscal year 2012.the peer group companies, the companies in the peer group ranged in size on a revenue basis from approximately $0.6 billion to $46.5 billion with a median of $1.9 billion as compared to our revenue of $1.7 billion. The referencepeer group considered by the

Compensation Committee for its evaluation of the recommended2013 base paysalary and annual cash incentive bonus targets of our Chief Executive Officer and Chief Financial Officerexecutive officers included:

        The Compensation Committee considered market capitalization and revenueIn general, 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,light of our executive officers as of January 1, 2012, relative to the compensation of executives in similar functions at these companies. In general,market position, the Compensation Committee considered the range and median compensation levels of the companies in the referencepeer group to be appropriate competitive comparisons in light offor our relative market position. The following table, which reflects the data compiled in 2010 for the reference group, compares the Company to the selected reference group for these key metricsexecutive officers when evaluating and compares the 2012 potential cashapproving 2013 compensation including the target level of cash incentive bonuses, of our Chief packages.

Executive Officer, Dr. Laukien,Compensation Components and Chief Financial Officer and Chief Operating Officer as of January 1, 2012, Mr. Knight, to the median cash compensation of comparable executives in the reference group based on the data compiled in 2010 (dollars in billions, except total cash compensation):

2013 Compensation Determinations

        In July 2012, Mr. Wagner joined the CompanyConsistent with our compensation objectives and replaced Mr. Knight as Chief Financial Officer. Thephilosophy, when setting compensation package recommended by the Chief Executive Officer tofor our named executive officers the Compensation Committee represented total target annual compensationfocuses on providing a competitive and complementary mix of $1,975,000, consisting of total target cash compensation of $975,000,components, including a base salary, annual incentive compensation and long-term equity incentive awards, designed to work together to reward performance and create incentives that encourage behavior consistent with the overall interests of $475,000 and target annual cash bonus and otherthe Company.

        In determining compensation totaling at least $500,000, and total annual equity compensation valued at $1,000,000 in the form of stock options and restricted stock. In evaluating the 2012 compensation package recommendedpackages for Mr. Wagner,our named executive officers, the Compensation Committee considered Mr. Wagner'sseeks to strike an appropriate balance between fixed and variable compensation history at previous employers, as well asand between short-and long-term compensation. We believe that making a competitive assessmentsignificant portion of three year average annualour named executive officers' compensation of the chief financial officers of the following public companies: Charles River Laboratories International Inc., PerkinElmer, Inc., Thermo Fisher Scientific, Inc.variable and Waters Corporation. The Compensation Committee considered these companies to be appropriate reference points based on market capitalization and revenue, in addition to certain qualitative factors. The following table compares thelong-term supports our pay-for-performance executive compensation recommended for Mr. Wagner to the three year average annual compensation of the chief financial officers of the selected reference group:philosophy, while also mitigating potential excessive risk-taking behavior.

        Based on this reference data, Mr. Wagner's experience and compensation history as chief financial officer of Progress Software Corporation and Millipore Corporation and expected contributions to the Company, the Compensation Committee approved the recommended compensation package for Mr. Wagner. Cash compensation paid to Mr. Wagner in 2012 was prorated for his length of service as Chief Financial Officer. Mr. Wagner's minimum cash bonus was set at $200,000 for 2012, equal to 80% of his prorated target bonus level. In August 2012, the Compensation Committee approved an initial grant of restricted stock to Mr. Wagner, with a grant date fair value of approximately $1,000,000.

        Additionally, upon their election as executive officers in March 2012, the Compensation Committee reviewed the 2012 salaries and cash incentive plans of Dr. Munch, Dr. Prause and Mr. Westermann, as well as Mr. Knell, and determined that the base salary and cash incentive plans of each of these executive officers was appropriate in light of the individual executive officer's experience and management responsibilities.

Components of Executive Compensation

        Total 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.

        Annual Base Salary.    Base salaries are determined based on a variety of factors, including each officer's levels of responsibility, experience and potential, performance 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 are reasonably competitive to allow us to attract and retain qualified managers.

executives. Base salaries are reviewed annually and may be adjusted after considering the various factors described above. The Chief Executive Officer makes base salary recommendations to the Compensation Committee for the Company's other executive officers. When setting the base salaries of the executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, 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.

        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, specificSpecific criteria for these bonuses have been determinedawards are based on a combination of quantitative financial and qualitative and quantitativeindividual measures established each year by the Compensation Committee after consultation with management. The specific individual goals vary for each executive officer based on their responsibilities and role within our companyCompany 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 Company meeting or exceeding its financial or operational goals.

        The Compensation Committee also considers the mix of performance goals in order to balance the incentives created to mitigate risks that may be associated with a particular performance goal. In 2012,2013, for example, the cash incentive plans established for our corporate level officers, including our Chief Executive Officer, and Chief Financial Officer combinedand Senior Vice President, Finance and Accounting, consisted of a revenue target goal with grosstargets for non-GAAP operating profit margin improvement, operating margin improvement, working capital and non-GAAP earnings per share goals, such that the combination of goals emphasized cost reductionprofit and cash flow improvements as well as top-line performance based on the business plan approved by our board of directors. CashThrough a mix of quantitative financial metrics and qualitative individual goals, cash incentive bonus awards reflect both the individual's performancecontributions compared withto his or her specific performance goals for the year and the overall performance of our companyCompany or the particular operations under the executive officer's leadership.

        Long-Term Incentives.Incentive Awards.    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 theour common stock, which in turn motivates the recipient to focus on long-term enhancement in stockholder value. The Company's 2010 Incentive Compensation Plan is the vehicle used for grants of stock options and restricted 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 provideprovides input and recommendations to the Compensation Committee with regard to the optimal form and extent of equity incentives to be granted to employees, including the executive officers.

        Stock option and restricted stock grants are discretionary and may be granted by the Compensation Committee at any time. Historically, we have not awarded equity incentive compensation with performance-based vesting, meaning that individual vesting is not based upon the achievement of any specific goals or objectives. The Compensation Committee does, however, consider the individual and Company'sCompany performance in determining the value of total and individual equity awards. The Compensation Committee has determined that equity compensation awards to executives and all other employees should be based upon the economic value of the grant award and should be considered part of the overall compensation package in determining award levels. In making specific grants to executives, the Compensation Committee evaluates each executive officer's total equity compensation package. The Compensation Committee 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 both 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.

Mix of Compensation

        In accordance with our pay-for-performance philosophy, variable compensation in the form of short-term cash incentive compensation and long-term equity incentive awards are intended to be a significant portion of overall compensation, with this at-risk component increasing as a percentage of overall compensation potential as the individual officer's responsibility increases. For example, in 20122013 over 50% of our Chief Executive Officer's total potential cash compensation was at risk through his short-term cash incentive program. Additionally, recognizing the importance of providing further incentives directly linked to the performance of our common stock and aligned with shareholder interests, in 2013 the Compensation Committee in August 2012 awardedapproved market competitive long-term incentive

awards to our executive officers, including awards to Dr. Laukien, our Chief Executive Officer, and Mr. Wagner, our Chief Financial Officer, of stock options and restricted stock grants valued at the time of the respective awardawards at over 100% of the executive officer's total target cash compensation, subject in each case to time-based vesting and continued employment.

Fiscal 20122013 Base Salaries

        Base        Annual base salaries of our executive officers are reviewed annuallyapproved by the Compensation Committee and may be adjusted to reflect competitive conditions, changesfor each of our named executive officers for 2013 are as follows:

        For fiscal 2012,2013, the Compensation Committee approved a 2.5%23.8% salary increase for each of Dr. Laukien, our Chief Executive Officer. The Compensation Committee considered this adjustment appropriate in recognition of the Company's growth and Mr. Knight,increasing global complexity, as well as the two namedCompensation Committee's understanding of competitive market levels for chief executive officers who had served as executive officers of the Company in 2011. Accordingly,with similar experience and responsibilities. In particular, Dr. Laukien's base salary increasedand total compensation potential was, and continued to $444,338 from $433,500be, significantly below the median CEO salary and total compensation of his peers based on the peer group survey and market data reviewed by the Compensation Committee.

        Based on Mr. Knight's base salary increasedWagner's positive performance evaluation and comparison to $371,153 from $362,100. As further described under the heading "2012 Executive Compensation Program" in this CD&A,market data, the Compensation Committee approved an annualdetermined that his base salary for fiscal 2013 should be increased by 3.4%, which resulted in his base salary and total compensation potential remaining between the median and 75^th percentile of $475,000 for Mr. Wagner, who joined the Company in July 2012 and replaced Mr. Knight as our Chief Financial Officer.his peer group.

        The 2012 base salaries approved for Dr. Munch, Dr. Prause and Mr. Westermann were: $330,000 for Dr. Munch; €183,700 (equivalent to $236,220) for Dr. Prause; and €173,915 (equivalent to $223,637) for Mr. Westermann.        In August 2012, in connection with Dr. Munch's promotion to group President of the Bruker MAT Group and in recognition of his increased responsibilities in that role, the Compensation Committee approved a 15% increase in Dr. Munch's base salary, to $380,000, which became effective upon approval.$380,000. The Compensation Committee determined that the adjusted level continued to be appropriate for fiscal 2013 as it was approximately equal to the median base salary compensation paid to executives in comparable positions according to market data reviewed by the Compensation Committee. Accordingly, Dr. Munch's salary was unchanged for 2013. Base salaries for our executive officers hired in 2013, Mr. Srega and Mr. Mattacchione, reflect the Compensation Committee's assessment of competitive market levels and internal pay equity and were set at approximately the median of base salary compensation paid to executives in comparable positions based on market data reviewed by the Compensation Committee.

Cash Incentive Plans and Review of Fiscal 20122013 Performance

        Annual cash incentive compensation supports the Compensation Committee's pay-for-performance philosophy and aligns individual goals with Company goals. Under the annual incentive plans, executive officers are eligible for cash awards based on a combination of the Company's attainment of pre-established financial performance metrics and achievement of individual qualitative goals.

        Management and the Compensation Committee believe the 2012 cash incentive plans established for our executive officers, including each of our named executive officers, were appropriatelywhich are designed to provide meaningful performance incentives, relative to both fixed cash compensation in the form of salary and overall potential cash compensation, consistent with the Company's strategic goals and objectives and each individual executive officer's responsibilities. The following table summarizes the 20122013 cash incentive target bonus levels approved for each of our named executive officers and the relationship of performance-based cash compensation at target levels to base salary and total potential cash compensation.

20122013 Cash Incentive Targets

        SpecificWhen setting individual target incentive levels for fiscal 2013, the Compensation Committee reviewed, for each named executive officer, individual target awards applicable in fiscal 2012, the total cash compensation established for fiscal 2012 and the projected cash compensation for fiscal 2013, considering how the total cash compensation of each named executive officer compared to peer group and related market data, and the responsibilities of each named executive officer. Based upon this review, as well as the increase in Dr. Laukien's 2013 base salary, the Compensation Committee determined that his cash incentive target should be adjusted to provide both a meaningful increase in his total cash compensation potential and to maintain an appropriate mix of short-term fixed and variable compensation. As a result, Dr. Laukien's cash incentive target was raised to $700,000 from $550,000, or to 127% of base salary from 124% of base salary, which represented a modest increase in Dr. Laukien's relative amount of "at risk" potential cash compensation. The Compensation Committee also determined that a greater amount of Dr. Munch's potential cash compensation should be tied to performance incentives in light of his current responsibilities and increased his cash incentive target to $228,000 from $198,000, or from 52% of base salary to 60% of base salary. Additionally, in light of its review of peer group data and the overall compensation of each other named executive officer, the Compensation Committee determined to maintain Mr. Wagner's cash incentive target at the same level as fiscal 2012 and to establish the cash incentive target of the newly hired executive officers, Mr. Srega and Mr. Mattacchione, at 50% of base salary.

        Setting Performance Goals.    The Compensation Committee establishes specific corporate level quantitative financial performance goals for our executive officers with corporate responsibilities, including named executive officers Dr. Laukien, Mr. Wagner and Mr. Mattacchione, and Group level quantitative performance goals for our executive officers with Group level management responsibilities, including Mr. Srega and Dr. Munch, based on key corporate, Group or divisional business plan goals for the fiscal year. The specific quantitative and qualitative performance goals and weightings established by the Compensation Committee to measure and reward our named executive officers'

performance in 2013, as well as the performance achieved relative to these goals and resulting payout percentages, are described below.

2013 Corporate Level Performance Goals

Dr. Frank Laukien
Mr. Wagner
Mr. Mattacchione

Quantitative Performance Goals
(70% of Target Bonus Potential)

        For 2013, the Compensation Committee established quantitative financial performance targets that represented 70% of each named executive officer's total incentive award target. The corporate level goals for these executive officers emphasized key elements of our strategy for providing value to our stockholders, with a mix of goals that focus on generating revenue growth and improving efficiency and profitability. As summarized in the table above, we partially achieved the currency-adjusted revenue growth and working capital ratio improvement goals of our 2013 business plan, which together accounted for 50% of the potential incentive award payment for corporate level quantitative goals, but did not deliver any portion of our targeted non-GAAP operating profit or non-GAAP earnings per share improvements, resulting in no award earned for such goals. As a result of the challenges to the Company's financial performance in 2013 and consistent with our pay-for-performance philosophy, the cash incentives earned by Dr. Laukien, Mr. Wagner and Mr. Mattacchione for the quantitative financial performance portion of their 2013 cash incentive plans was equal to only 21.5% of their respective total cash incentive targets.

        In addition to the quantitative financial performance goals, the Compensation Committee established specific individual qualitative performance goals for our executive officers with respect to organizational, strategic and other predominantly, although not exclusively, non-financial focuses of corporate or individual development. The individual qualitative goals and weightings established by the Compensation Committee to measure and reward our named executive officers' performance in 2012, and2013,

as well as the performance achieved relative to these qualitative goals and resulting payout percentages, are described below.

Frank H.Individual Qualitative Performance Goals
(30% of Target Bonus Potential)

        The Compensation Committee considered each of the corporate level executive officers' achievements in meeting their individual qualitative goals and the substantial progress made during 2013 with respect to a variety of strategic, organizational and infrastructure initiatives implemented under their leadership. Dr. Laukien Chairman, Presidentearned a full payout for his contributions to goals associated with management development, compliance and Chief Executive Officersystems enhancements. Dr. Laukien also was rewarded for mostly achieving goals linked to the Company's outsourcing and restructuring initiatives. The goal tied to improving the financial performance of the Chemical and Applied Markets, or CAM, division was only partially achieved, however, leading to a 50% payout for that portion of his quantitative goals. Based on the Compensation Committee's assessment that Mr. Wagner fully achieved goals relating to international tax and treasury projects, as well as human resources and shared services organizational and process development, and that he mostly achieved targeted goals relating to financial reporting systems, Mr. Wagner earned over 91% of his potential incentive payments allocated to individual qualitative goals. Mr. Mattacchione earned a 100% payout of his individual qualitative goals based on mostly or fully achieving goals with respect to implementation of financial reporting, tax, treasury and internal audit efficiency initiatives and organizational development, as well as outstanding performance in communicating organizational changes implemented in the Company's Asia Pacific and China operations. Awards earned by the executive officers for these individual qualitative performance goals, totaling 79% of potential for Dr. Laukien, 92% of potential for Mr. Wagner and 100% of potential for Mr. Mattacchione, reflect the strength of their individual performance against these objectives during 2013.

2013 Bruker CALID Group Performance Goals

2012 Mr. Srega

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

        Based on our financial results for 2012, the Company substantially achieved its currency-adjusted revenue goal, which represented 20% of Dr. Laukien's total cash incentive bonus potential, but did not fully meet or exceed any        As President of the remaining four quantitative goals, including the goals relating to adjusted gross profit margin improvement, adjusted operating margin improvement, adjusted earnings per share and working capital improvement. Although below targeted levels, the Company did achieve 75% and 67% of the targeted improvement in the Company's adjusted gross margin and working capital ratio, respectively, which together accounted for 30% of Dr. Laukien's cashBruker CALID Group, Mr. Srega's incentive bonus potential. However, primarily as a result of increased operating costs, only 18% of the targeted improvement in the Company's adjusted operating margin was realized. Additionally, the $0.01 increase in adjusted earnings per share fell significantly below the targeted $0.12 improvement. The Compensation Committee considered these mixed results and determined that the portion of bonus targets linked to the quantitative goals would beplan included in Dr. Laukien's bonus award at levels commensurate to our performance relative to each of those goals. Accordingly, the Compensation Committee approved an award to Dr. Laukien totaling 62% of cash incentive targets linked to quantitative goals, or $238,598, for relative achievement of the combined Company-wide quantitative financial performance goals directly relating to his leadership of the Bruker CALID Group. As summarized in 2012. This represents 43%the table above, our Bruker CALID Group achieved a portion of Dr. Laukien's total 2012 target bonus potential. Dr. Laukien'seach of the four Group level quantitative financial performance goals, including goals relating to revenue, profitability and working capital management. As a result, the cash incentive award payout earned by Mr. Srega for the quantitative financial performance portion of his 2013 cash incentive plan opportunity was equal to 35.4% of his total cash incentive bonus potential also included the following individual qualitative goals.target.

2012 Individual Qualitative Goals:Performance Goals
(30% of Target Bonus Potential)

        The Compensation Committee considered Dr. Laukien's achievements in meeting his organizational development goals related to certain divisional management functions and the development of certain key senior managers and determined that, as the goals had been fully achieved, Dr. Laukien should be awarded 100% of his target bonus linked to these goals. The Compensation Committee also considered progress madeMr. Srega's performance with respect to various strategic operational initiatives, including strengthening the compliance structureindividual qualitative goals relating to organizational and implementation of improved product development processes,initiatives in the Bruker CALID

Group's Life Sciences and determined that Dr. Laukien should be awarded 75%Clinical, or LSC, division, improving the performance of the target bonus associated with each of those goals based on substantial achievement. However, no award was made with respect to the goal relating to the Bruker CAM division as a resultand strategic business development priorities within the CALID Group divisions. After consideration of the division's continued deterioration in performance in 2012. In recognition of hisMr. Srega's performance relative to these individual qualitative performance goals, the Compensation Committee awarded Dr. Laukien, in aggregate, 54% of the portion of his target cash incentive bonus attributable to qualitative goals, or $89,375.

        Based on Dr. Laukien's performance relative to his combined 2012 quantitative and qualitative goals, Dr. Laukien earned a total cash incentive bonus of $327,973, equal to 60% of his total cash incentive target. However, in light of the internal investigation and ongoing compliance review relating to certain of the Company's subsidiaries operating in China, Dr. Laukien recommended to the Compensation Committee, and the Compensation Committee accepted, a voluntary reduction of $125,000 in his 2012 cash bonus award. Accordingly, Dr. Laukien received a total cash incentive bonus for 2012 of $202,973, representing 37% of his total target cash incentive bonus potential.

Charles F. Wagner, Jr., Executive Vice President and Chief Financial Officer

        In June 2012, in connection with Mr. Wagner's employment as Chief Financial Officer, the Compensation Committee approved a 2012 cash incentive plan for Mr. Wagner that included the same relative mix of quantitative and qualitative goals established for Dr. Laukien, as well as the same set of quantitative goals. Accordingly, as with Dr. Laukien, the Compensation Committee determined that Mr. WagnerSrega had partially or fully achieved his goals relating to the CAM division and business development priorities, and had exceeded his goals relating to organizational and product development initiatives for the LSC division. As a result, Mr. Srega earned 43%an incentive award payout equal to 79% of the portion of his pro-rated target bonus linked to these quantitative goals, or $108,454.

        Mr. Wagner's total cash incentive bonus also included amounts awarded for performance relativetarget attributable to the following individual qualitative goals.

2013 Bruker Nano Surfaces Division/Bruker MAT Performance Goals

2012 Individual Qualitative Goals:Dr. Munch

Quantitative Performance Goals
(30%70% of Target Bonus Potential)

        The Compensation Committee considered Mr. Wagner's achievements in meeting his individual qualitative

        As President of the Bruker Surfaces Division and the Bruker MAT Group, Dr. Munch's incentive plan included quantitative financial performance goals relating to compliance matters, developmenthis leadership of both the finance organization and progress toward introduction of enhanced financial systems and determined that, as the goals had been fully achieved, Mr. Wagner should be awarded 100%Company's Bruker Nano Surfaces, or BNS, operating division (70% of his pro-rated target bonus linked to these goals,quantitative performance-based incentive, or $75,000.

        For 2012, Mr. Wagner was entitled to receive a minimum49% of $200,000, equal to 80% of his pro-rated target bonus level. Based on Mr. Wagner's performance relative to his combined 2012 quantitative and qualitative goals, Mr. Wagner earned a total cash incentive bonustarget opportunity) and the Bruker MAT Group (30% of $183,454. Accordingly, Mr. Wagner received ahis quantitative performance-based incentive, or 21% of his total cash incentive bonus for 2012 of $200,000.

William J. Knight, Former Chief Financial Officer and Chief Operating Officer

        In March 2012, the Compensation Committee approved a 2012 cash incentive plan for Mr. Knight, then serving as Chief Financial Officer, which included the same relative mix of quantitative and qualitative goals established for Dr. Laukien, as well as the same set of quantitative goals. Mr. Knight ceased to serve as Chief Financial Officer in June 2012, and at that time assumed the position of President of Bruker Detection Corporation, a wholly-owned subsidiary of the Company. In this capacity, he is no longer serving as an executive officer of the Company.

        In connection with his departure from the Chief Financial Officer position, Mr. Knight's cash incentive plan established in March 2012 was terminated and the Compensation Committee approved the following arrangements: a total CFO severance payment of $185,576, payable in three installments during the period commencing in July 2012 and ending in June 2014, subject to certain limitations relating to continued employment; annual cash compensation consisting of a base salary of $225,000 and an annual target bonus of $75,000, in each case subject to proration for 2012; and a payment of $75,000 during July 2012, representing 50% of the target cash incentive bonus payable under the 2012 incentive plan established in March 2012 in connection with Mr. Knight's service as Chief Financial Officer. Under these arrangements, in addition to salary, Mr. Knight received a 2012 cash incentive award of $111,087, including $75,000 attributable to his service as Chief Financial Officer and $36,087

attributable to his performance as President of Bruker Detection Corporation, as well as $92,788 relatingopportunity). With respect to the CFO severance payment.

Mark R. Munch, President, Bruker Nano, Inc. and Bruker MAT Group

        Upon Dr. Munch's election as an executive officer in March 2012, the Compensation Committee, at the recommendationBNS division portion of the Chief Executive Officer, reviewed and approved the following incentive compensation plan for Dr. Munch linked to the performance of the Bruker Nano Surfaces operating division. Under Dr. Munch's 2012 incentive plan, an initial eligible bonus pool amount was determined by multiplying Dr. Munch's target bonus applicable to the BNS performance goals of $198,000$159,800 by a percentage equal to the percentage achievement of the Company's Bruker Nano SurfacesBNS division relative to an adjusted operating income target of $46.8$47.2 million, equal to 5%14.4% growth relative to 2011,2012, capped at 200% of the target bonus amount, or $396,000.amount. Based on 20122013 operating results, 90%none of the targeted adjusted operating income improvement was achieved, resulting inachieved. As a totalresult, there was no eligible bonus pool for the portion of $178,115. Amounts earned withthe quantitative performance goals related to the BNS division. With respect to eachthe BMAT Group portion of the quantitative performance goals under Dr. Munch's quantitative goals, other than the threshold goal related to adjusted operating income improvement, are calculated based on percentage achievementplan, none of the target amount multipliedquantitative performance goals were achieved. Accordingly, no cash incentives were earned by Dr. Munch for the productquantitative financial performance portions of the applicable target weighting and the amount of the total eligible bonus pool.his 2013 cash incentive target.

2012 Quantitative Goals:Individual Qualitative Performance Goals
(70%30% of Target Bonus Potential)

        Based on performance of the Bruker Nano Surfaces division in 2012, theThe Compensation Committee approved an award to Dr. Munch totaling 87% of his potential cash incentive target amount linked to quantitative goals (96% of the portion of the eligible bonus pool attributable to quantitative goals), or $120,076. Additionally,considered Dr. Munch's total cash incentive bonus also included amounts awarded for achievement ofperformance with respect to individual qualitative goals relating to organizational and product development initiatives representing 30% of target bonus potential.within the Bruker MAT Group. After consideration of Dr. Munch's performance relative to these goals, the Compensation Committee determined that Dr. Munch had fully or substantially achieved each of these goals, resulting inearned a bonuscash incentive award equal to 82%approximately74% of the portion of his target cash incentive bonus potential attributable to his individual qualitative goals (92% of the portion of the eligible bonus pool attributable to qualitative goals), or $48,999. Based on Dr. Munch's performance relative to his combined 2012 quantitative and qualitative goals, Dr. Munch received a total cash incentive bonus of $169,075, equal to 85% of his total cash incentive target amount.

Burkhard Prause, President, Bruker Energy & Supercon Technologies, Inc. ("BEST")

        Upon Dr. Prause's election as an executive officer in March 2012,goals. Additionally, the Compensation Committee, at the recommendation of management, considered an additional bonus payment to Dr. Munch for his significant contributions during fiscal 2013 in connection with the Chief Executive Officer, reviewedimplementation of BMAT Group operational improvements, BMAT Group strategic priorities and approved the following incentive compensation plan goals for Dr. Prause. Under Dr. Prause's 2012 incentive plan, awards for quantitative goals are calculated based on percentage achievementacquisition of targets, with no floor or ceiling.

2012 Quantitative Goals:
(95%a new product line. In recognition of Target Bonus Potential)

        Based on the strong performance of BEST in 2012, particularly with respect to improvements in gross margins,these contributions, the Compensation Committee approved an awarda discretionary bonus payment to Dr. Prause of €169,417, or approximately $229,560 based on a conversion rate of €1.00=$1.3550, the midpoint rate as of the date of determination of the award amount, representing 114% of cash incentive targets linked to quantitative goals. Additionally, Dr. Prause's total cash incentive bonus also included amounts awarded for achievement of individual qualitative goals relating to production improvement initiatives, representing 5% of target bonus potential. After consideration of Dr. Prause's performance relative to these goals, the Compensation Committee determined that Dr. Prause had partially achieved these goals, resulting in a bonus award of €3,904, or approximately $5,289, equal to 50% of the portion of his target cash incentive bonus attributable to qualitative goals. Based on Dr. Prause's performance relative to his combined 2012 quantitative and qualitative goals, Dr. Prause received a total cash incentive bonus of €173,321, or approximately $234,850, equal to 111% of his total cash incentive target. In 2012, Dr. Prause also received a discretionary bonusMunch in the amount of €81,250, or approximately $104,479, in recognition of his extraordinary contributions leading to the receipt of a significant licensing contract.$50,000.

Stephan Westermann, Executive Vice President–Order Execution, Production & Logistics        Determining Incentive Award Payments.    Following review of Bruker Scientific Instruments ("BSI") and Executive Vice President–Operations of Bruker BioSpin Group ("Bruker BioSpin")

        Upon Mr. Westermann's election as an executive officer in March 2012, the Compensation Committee, at the recommendation of the Chief Executive Officer, reviewed and approved the following incentive compensation plan goals for Mr. Westermann. Under Mr. Westermann's 2012 incentive plan, awards for quantitative goals are calculated based on percentage achievement of targets, with no floor or ceiling.

2012 Quantitative Goals:
(75% of Target Bonus Potential)

        Based on the performance of the BSI Segment and the Bruker BioSpin Groupour named executive officers in 2012, including achievement of a substantial portion of targeted growth in revenues and gross profits, offset partially by a deterioration in Bruker BioSpin's gross profit margins,fiscal 2013, the Compensation Committee approved an awardawards to Mr. Westermann of €66,542, or approximately $90,164the named executive officers based on a conversion ratetheir respective percentage achievement of €1.00=$1.3550,2013 quantitative and individual qualitative performance goals as follows: Dr. Frank Laukien—45.3%; Mr. Wagner—49.0%; Mr. Srega—56.0%; Dr. Munch—22.25% (44.0% including the midpoint rate asdiscretionary bonus award); and Mr. Mattacchione—51.5%. The actual award payments to our named executive officers are reported in the "Non-Equity Incentive Plan Compensation" column of the date of determination of theSummary Compensation Table in this proxy statement, with Dr. Munch's discretionary award amount. This represents 61% of the portion of Mr. Westermann's total cash incentive bonus potential linked to quantitative

goals. Additionally, Mr. Westermann's total cash incentive bonus included amounts awarded for achievement of individual qualitative goals relating to process and production improvement initiatives, as well as cost reduction initiatives, representingreported in the aggregate 25% of target bonus potential. After consideration of Mr. Westermann's performance relative to these goals, the Compensation Committee determined that Mr. Westermann had fully or substantially achieved these goals, with the exception of the goal related to cost reduction initiatives, which was not achieved. As a result, Mr. Westermann was granted a bonus award of €29,000, or approximately $39,295, equal to 80% of the portion of his target cash incentive bonus attributable to qualitative goals. Based on Mr. Westermann's performance relative to his combined 2012 quantitative and qualitative goals, Mr. Westermann received a total cash incentive bonus of €95,542, or approximately $129,459, equal to 66% of his total cash incentive target."Bonus" column.

20122013 Long-Term Incentive Awards

        In August 2012,The Compensation Committee uses long-term incentive compensation in the form of equity awards to deliver competitive compensation that recognizes employees for their contributions to the Company

and aligns the interests of named executive officers with shareholders by focusing them on long-term growth and stock performance.

        During 2013, upon consideration of a variety of factors, including the individual responsibilities and performance of each of our executive officers, our stock price, competitive market practices, including shareholder total potential dilution and annual equity run rate percentages, and outstanding equity awards held by our executive officers, the Compensation Committee approved long-term incentive awards to certain of our executive officers, includingincluding: awards of 100,00034,306 shares of restricted stock and options to purchase 62,274 shares of common stock to Dr. Laukien and 88,028valued at approximately $1,346,351 on the date the awards were granted; awards of 25,726 shares of restricted stock and options to purchase 46,698 shares of common stock to Mr. Wagner in each case valued at approximately $1,000,000$1,031,095 on the date the award was granted. Additionally, in August 2012 Dr. Prause was awardedawards were granted; awards of 20,000 shares of restricted stock and options to purchase 55,00060,236 shares of our common stock to Dr. Munch valued at approximately $1,009,605 on the date the awards were granted; awards of 21,540 shares of restricted stock and Mr. Wagner was awarded options to purchase 5,00090,000 shares of our common stock in connection with his service as a director of Bruker Energy & Supercon Technologies, Inc. In March 2012,to Mr. Srega valued at approximately $1,293,698 on the Compensation Committee also awarded Mr. Knelldate the awards were granted; and options to purchase 35,00047,473 shares of our common stock. All suchstock to Mr. Mattacchione valued at approximately $455,302 on the date the awards are subject to time-based vesting.

2013 Compensation Determinations

        For fiscal 2013, the Compensation Committee approved a 23.8% salary increase, to $550,000 from $444,338, for our Chief Executive Officer. The Compensation Committee considered this adjustment appropriate in recognitionwere granted. Portions of the Company's growthawards to Messrs. Srega and increasing complexity,Mattacchione were made to replace awards forfeited at former employers and as well asan inducement to join the Compensation Committee's understanding of competitive market levels for executives with similar experience and responsibilities. Salaries approved by the Compensation Committee for each of our named executive officers for 2013 are as follows:Company.

        Mr. Westermann's salary increase reflects a shift in his compensation mix for 2013 toward a greater emphasis on salary relative to incentive-based elements, consistent with other executive officers in similar positions of responsibility. 2013 base salaries for Mr. Knight and Dr. Munch are unchanged as the Compensation Committee had reviewed and approved salaries for Mr. Knight in June 2012 and Dr. Munch in July 2012 and has determined that the levels established at that time continued to be appropriate for 2013.

Executive Benefits

        In 2012,2013, our named executive officers were eligible for the same level and offering of benefits made available to other employees, including the Company's 401(k) plan and welfare benefit programs.

We generally do not provide additional benefits or perquisites to our executive officers. However, officers, except as follows:

•

Dr. Munch is provided an automobile allowance based on the nature of his responsibilitiesresponsibilities; and Dr. Prause



•

Mr. Srega, who is based in Germany and serves as a Managing Director of our subsidiary Bruker Daltonik GmbH, is provided a leased vehicle and a personal pension scheme in accordance with local custom. The personal pension scheme established for Mr. Srega's benefit consists of three individual plans funded during the term of his employment by contributions made by Bruker Daltonik GmbH. Two of the plans provide for monthly or lump-sum full retirement benefits beginning in 2019. In the event Mr. Srega's employment terminates prior to the eligible retirement age, Mr. Srega may elect to continue funding through personal contributions or the plans may be transferred to a subsequent employer. The third plan provides for full retirement benefits, payable monthly or as a lump-sum, upon retirement at age 67. Under each of the plans, Mr. Srega may elect to receive a reduced benefit beginning at age 62 in the event of early retirement. Contributions made to Mr. Srega's personal pension scheme in 2013 are reported in the "All Other Compensation" column of the Summary Compensation Table included in this proxy statement under the heading "Summary of Executive Compensation."

2014 Compensation Determinations

        One of the key components of the Compensation Committee's assessment of our compensation philosophy is the composition of its competitive frame of reference for executive compensation comparisons. Accordingly, the peer group used as a frame of reference is evaluated periodically and modified as the Compensation Committee determines appropriate to provide a useful reference for its competitive assessments. In 2013, the Company worked with Radford to determine a reasonable and appropriate peer group for future reference, including for setting base salaries and incentive targets for our named executive officers for 2014. The updated peer group was determined according to the following criteria in relation to the Company: industry (reflecting our diverse portfolio of product and

service offerings), size (generally within a range of 1/3rd to 3 times our revenues, market capitalization, and number of employees), our overall global footprint and reach, the overall market for executive talent, and reference to other criteria from external proxy advisory firms such as ISS and Glass Lewis. The peer group of 17 companies expected to be used for compensation evaluation beginning in 2014 is as follows:

2014 Base Salaries

        For fiscal 2014, the Compensation Committee approved a 9.1% salary increase, to $600,000 from $550,000, for our Chief Executive Officer. The Compensation Committee considered this adjustment appropriate based on the updated peer group data reviewed by the Compensation Committee, as Dr. Laukien's base salary and total target cash compensation continue to be significantly below the market median for chief executive officers of the Company's peer group. Salaries approved by the Compensation Committee for each of our named executive officers for 2014 and 2013, and the percentage increase approved by the Compensation for 2014 base salary compensation, are as set forth in the table below.

Employment Contracts, Termination of Employment and Change in Control Arrangements

        On June 5, 2012, the Company entered into a letter agreement with Mr. Wagner which sets forth certain terms of Mr. Wagner's employment as Executive Vice President and Chief Financial Officer of the Company. Under the terms of the letter agreement, Mr. Wagner's target cash compensation will includeincludes the following elements: (i) an annual base salary, of $475,000;which was initially set at $475,000 for 2012; (ii) a 2012 cash incentive bonus plan, with an initial target of $500,000;$500,000 set for 2012; and (iii) for 2012, other cash compensation, including benefits, of $25,000, in each case subject to proration. The letter agreement further provides that Mr. Wagner will receive an annual equity award with a value of $1,000,000 pursuant to the Company's 2010 Incentive Compensation Plan. Upon approval of the Compensation Committee, the first such equity award was granted in the form of 88,028 shares of restricted common stock in August 2012. The restricted stock is subject to time-based vesting. During the term of his employment, Mr. Wagner will be eligible to participate in all customary employee benefit plans or programs of the Company generally available to the Company's employees and/or executive officers.

        Additionally, the letter agreement provides that Mr. Wagner's employment with the Company is at will and may be terminated by either Mr. Wagner or the Company at any time with or without notice and for any or no reason or cause. Mr. Wagner will be entitled to a lump sum severance payment equal to six months of his then current base salary, or $245,500 as of December 31, 2013, under certain conditions, including (i) in the event there is a change in the voting control of the Company and his employment is terminated, voluntarily or involuntarily, within six months after such change of control or (ii) in the event Mr. Wagner's employment is terminated at any time without cause. Under the terms of the letter agreement, Mr. Wagner may not agree to work for any company that designs, makes or sells non-clinical magnetic resonance instrumentation or mass spectrometry instrumentation for a period of six months following resignation or termination of his employment by the Company.

        In connection with Mr. Knight's departure fromOn June 25, 2012, the role of Chief Financial Officer and assumption of responsibilities as Executive Vice President, President of Bruker Detection Corporation and US General Manager of the Company's Bruker Detection division, weCompany entered into a letter agreement with Mr. Knight on June 5, 2012 regardingSrega which sets forth certain terms of Mr. Srega's employment as President of the termBruker CALID Group. Under the terms of his continued employment for a period not to exceed three years. Pursuant to the letter agreement, Mr. Knight is entitled to receiveSrega's target cash compensation includes the following compensation:elements: (i) a total CFO severance payment of $185,576 in three installments during the period commencing in July 2012 and ending in June 2014,an annual base salary set at 280,000 euros, or approximately 371,896, for 2013, subject to certain limitations relating to continued employment;annual review and (ii) annual cash compensation consisting of a base salary of $225,000 and an annual target bonus of $75,000, in each case subject to proration for 2012; and (iii) a payment of $75,000 during July 2012, representing 50% of the target cash incentive bonus payable under the 2012 incentive plan previously established forwith target of 50% of base salary. Mr. Knight in connection with his serviceSrega was also entitled to an initial cash bonus payment of 100,000 euros, or approximately $132,820, and an initial equity grant consisting of restricted stock valued at $400,000 and options to purchase 90,000 shares of common stock upon commencement of employment, as Chief Financial Officer.well as reimbursement of certain relocation expenses. The letter agreement also provides that, no additionalbeginning in 2014, Mr. Srega will receive an annual equity incentive grantsaward with a value of $550,000 pursuant to the Company's 2010 Incentive Compensation Plan. During the term of his employment, Mr. Srega will be awardedeligible to participate in all customary employee benefit plans or programs of the Company generally available to the Company's employees and/or executive officers. Additionally, in connection with his role as Managing Director of the Company's Bruker Daltonik GmbH subsidiary, a personal pension scheme has been established for Mr. Knight upon assumptionSrega's benefit. The personal pension scheme is funded by contributions made by Bruker Daltonik GmbH during the term of his new responsibilities.employment.

        Mr. Knight'sSrega will be entitled to a lump sum severance payment equal to six months of his then current base salary, or approximately $185,948 as of December 31, 2013, in the event there is a change in the voting control of the Company and his employment is at willterminated, voluntarily or involuntarily, within six months after such change of control.

        Under a letter agreement with the Company dated February 12, 2013, Mr. Mattacchione is entitled to a lump sum severance payment equal to six months of his then current base salary, or $140,000 as of December 31, 2013, under certain conditions, including (i) in the event there is a change in the voting control of the Company and may behis employment is terminated, by eithervoluntarily or involuntarily, within six months after such change of control or (ii) in the event Mr. Knight or the CompanyMattacchione's employment is terminated at any time with or without notice andcause. Under the terms of the letter agreement, Mr. Mattacchione may not agree to work for any company that designs, makes or no reasonsells non-clinical magnetic resonance instrumentation or cause.mass spectrometry instrumentation for a period of six months following resignation or termination of his employment by the Company.

        Under the terms of the awards of options and restricted common stock granted under the 2010 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 rightauthority 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. 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 and management consider the accounting and tax effects of various compensation elements when designing our annual incentive and equity compensation plans and making other compensation decisions. Although we design our plans and programs to be tax-efficient and to minimize compensation expense, these considerations are secondary to meeting the overall objectives of the executive compensation program. To the extent consistent with our executive compensation program and our executive officers' employment agreements, if any, we have designed our executive compensation program to be performance-based and also to comply with requirements for tax deductibility where feasible.

        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 Boardboard of Directorsdirectors 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, 2012, 800,0002013, 520,000 incentive stock options and non-qualified stock options had been awarded and were outstanding, with vesting periods of three to five years. As director of BEST, Dr. Laukien and Mr. Wagner participateparticipates in the BEST Plan. Dr. Laukien holds options to purchase 10,000 shares of BEST, which have an exercise price of $3.50 per share and expire October 1, 2019. Mr. Wagner holds options to purchase 10,000 shares of BEST granted on July 1, 2010 with an exercise price of $10.00 per share and an expiration date of July 1, 2020. 6,667 of these options are vested and exercisable and the remaining 3,333 options will vest on July 1, 2013. Additionally, Dr. Prause, as an employee and also as a director of BEST, participates in the BEST Plan. Dr. Prause holds options to purchase 150,000 shares of BEST, which options were fully vested as of December 31, 2012. The BEST options have an exercise price of $3.50 per share and expire October 1, 2019.

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. Emmerich and Fesik serve as members of the Compensation Committee. Mr. Kniss and Drs. Emmerich and Fesik were not officers or employees of the Company or any of its subsidiaries during fiscal year 2012.2013. 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 Boardboard of Directors.directors.

SUMMARY OF EXECUTIVE COMPENSATION

        The following table summarizes the compensation earned by our President, Chief Executive Officer and Chairman, persons who served as our Chief Financial Officer during 2012 and the Company'sour next three most highly compensated executive officers in fiscal 20122013 (the "named executive officers") for the years ended December 31, 2013, 2012 2011 and 2010.2011.

2012 Summary Compensation Table