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 Tuesday,Wednesday, May 20, 20142015 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,Wednesday, May 20, 2014,2015, 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 Class II nomineenominees for director named in the accompanying proxy statement to hold office until the 2017 Annual Meeting of Stockholders and the Class III nominees for director named in the accompanying proxy statement to hold office until the 2018 Annual Meeting of Stockholders.

2.

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2014.2015.

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 26, 201427, 2015 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 16, 201414, 2015

        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 20, 2014:2015:

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 20142015 Annual Meeting of Stockholders (the "2014"2015 Annual Meeting") to be held on May 20, 2014,2015, 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 16, 2014.14, 2015.

        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 20142015 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 candidatecandidates for election as directorClass II and Class III directors at the 20142015 Annual Meeting who receivesreceive the highest number of affirmative votes will be elected.elected to serve in the respective class. For Proposal No. 2, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2014, and Proposal No. 3, the non-binding, advisory vote regarding the compensation of the Company's named executive officers,2015, 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 the nomineenominees 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 20142015 in Proposal No. 2 and FOR approval of the non-binding, advisory vote regarding the compensation of the Company's named executive officers in Proposal No. 3.2. In addition, if other matters come before the meeting, the persons named in the accompanying proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. Any person signing the enclosed form of proxy has the power to revoke it by voting in person at the meeting or by giving written notice of revocation to the Secretary of the Company at any time before the proxy is exercised. Please note, however, that if your shares are held of record by a broker, bank or nominee and you wish to vote at the meeting, you will not be permitted to vote in person unless you first obtain a proxy issued in your name from the record holder.

        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 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.directors. 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 20142015 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, facsimile and in

person and arrange for brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals at the expense of the Company.

        The Company's 20132014 Annual Report, including the Company's audited financial statements for the fiscal year ended December 31, 2013,2014, 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 its telephone number is (978) 663-3660.

RECORD DATE AND VOTING SECURITIES

        Only stockholders of record at the close of business on March 26, 201427, 2015 are entitled to notice of and to vote at the 20142015 Annual Meeting. On March 26, 2014,27, 2015, the Company had outstanding and entitled to vote 167,891,362168,870,601 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 20142015 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. We acquired Bruker Optics Inc. in July 2006 and the Bruker BioSpin group of companies in February 2008. In connection with the Bruker BioSpin acquisition, we changed our name to Bruker Corporation. Our four principal operating segments are Bruker BioSpin, Bruker CALID, Bruker MATNano and Bruker Energy & Supercon Technologies, or BEST.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

        The first proposal on the agenda for the 20142015 Annual Meeting is the election of Stephen W. FesikMarc A. Kastner and Gilles J. Martin to serve as a Class II directordirectors for a two-year term beginning at the 2015 Annual Meeting and ending at our 2017 Annual Meeting of Stockholders or until a successor has been duly elected and qualified and the election of Richard D. Kniss, Joerg C. Laukien, William A. Linton and Chris van Ingen to serve as Class III directors for a three-year term beginning at the 20142015 Annual Meeting and ending at our 20172018 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 thirteenten 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 I directors, two Class II directors and five 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

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 in the class of Class II directors. The directors in each of Class I and Class III are serving terms expiring at the Company's Annual Meeting of Stockholders in 2016, one Class II director serving a term expiring at the Company's Annual Meeting of Stockholders in 2017 and 2015, respectively.five Class III directors serving terms expiring at the Company's Annual Meeting of Stockholders in 2015. There is currently one vacancy within the class of Class II directors.

        Effective as of the 2015 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 onedirectors, leaving an additional vacancy inwithin the class of Class II directors. The Nominating Committee is engaged in a searchAt the 2015 Annual Meeting, four nominees will be elected as Class III directors to serve for a qualified candidate to fill that vacancy. As provided interms expiring at the 2018 Annual Meeting of Stockholders. Additionally, although our bylaws the vacancyprovide that vacancies may remain unfilled or may be filled by a majority vote of the directors then in office. Proxies may notoffice, two nominees will be votedelected as Class II directors to serve for more than one nomineeterms expiring at the 2017 Annual Meeting of Stockholders to fill the two vacancies in the class of Class II directors.

        Marc A. Kastner, one of the nominees for Class II director, previously served as a director of the Company from February 2013 to the expiration of his term in May 2014. Dr. Kastner was not nominated for election to an additional term at the Company's 2014 Annual Meeting.

        TheMeeting of Stockholders because at that time his appointment to serve as Director of the Office of Science of the U.S. Department of Energy was awaiting confirmation by the United States Senate. Having not yet received Senate confirmation, Dr. Kastner withdrew his name from consideration in early 2015, thus making him again eligible for service on our board of directors. Gilles J. Martin, the other nominee for Class II director, Stephen W. Fesik, is currently serving as a Class IIIII director. Dr. Fesik's nomination wasEach of the nominees for Class III director, Richard D. Kniss, Joerg C. Laukien, William A. Linton and Chris van Ingen, is currently serving as a Class III director. All nominees were 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 nomineenominees 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 20142015 Annual Meeting, the proxies may be voted for a substitute nominee who shall be designated by the present board of directors to fill such vacancy. Alternatively, if no such nominee is designated, a vacancy will be created in Class II.II or Class III, as applicable. The board of directors has no reason to believe that any of the nomineenominees will be unwilling or unable to serve if elected as a director.

        The Board of Directors recommends a vote FOR the election of Stephen W. FesikMarc A. Kastner and Gilles J. Martin to serve as a Class II director.directors and FOR the election of Richard D. Kniss, Joerg C. Laukien, William A. Linton and Chris van Ingen to serve as Class III directors.

Certain Information Regarding Directors and Nominees

        The biographies of the nominee and each of our 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.

NomineeNominees for Election to a Three-YearTwo-Year Term Expiring at the 2017 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. Our Chairman and Chief Executive Officer consults periodically with the lead director on governance matters and on issues facing the Company. In addition, the lead director serves as the principal liaison between the Chairman and the independent directors and presides at executive sessions of independent directors at regularly scheduled in-person board meetings. The board of 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 thirteenten members of our board of directors. NineEight of our thirteen current directors, namely Wolf-Dieter Emmerich, Stephen W. Fesik, Brenda J. Furlong, Marc A. Kastner, Richard D. Kniss, William A. Linton, Gilles J. Martin, Richard A. Packer, and Chris van Ingen, meet the independence requirements of the NASDAQ Stock Market LLC, or NASDAQ, listing standards.

        Two All of our current directors serving for terms expiring atdirector nominees, other than Mr. Joerg Laukien, are independent under such standards. In making its independence determinations, the 2014 Annual Meeting, Richard M. Stein and Bernhard Wangler, will not be continuing service on our board of directors afterconsidered, among other things, relevant transactions between the conclusion of their terms. Another of our current Class IICompany and entities associated with the independent directors, serving for a term expiring at as further described in this proxy statement under

the 2014 Annual Meeting, Marc A. Kastner, has been nominated to serve as Director ofheading "Transactions with Related Persons," and determined that none have any relationship with the Office of Science ofCompany or other relationships that would impair 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.directors' independence.

        During 2013,2014, the board of directors of the Company held five meetings. Our incumbent directors, on average, attended over 98%98 percent of board and committee meetings during 2013.2014. No director attended less than 75 percent of the total number of 20132014 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 20132014 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 satisfies 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 eightseven times during 20132014 in regular session. From time to time, the Audit Committee may also holdheld 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, treasury, 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 teneight times during 2013 and acted once by unanimous written consent.2014. Mr. Kniss is the Chairman of the Compensation Committee. The Compensation Committee (i) administers the Company's stock incentive 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 such executive officers' compensation. Additionally, the Chief Financial Officer provides the Chief Executive Officer input on the annual evaluations of the performance of the Company's other executive officers and makes recommendations to the Compensation Committee regarding the

compensation of these executive officers. The Compensation Committee reviews these performance evaluations and recommendations and discusses 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 or 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 timethree times during 2013.2014. In addition to this meeting,these meetings, members of the Nominating Committee communicated periodically throughout the year regarding candidates for director and director nomination matters. At a meeting held in February 2014,2015, the Nominating Committee unanimously recommended each of the current nomineenominees for director to the full board of directors. In January 2014, the Nominating Committee also unanimously recommended the election of Gilles Martin as a Class III director, for a term expiring at the 2015 Annual Meeting, to fill a vacancy on the Company's board of directors.

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

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 2013.2014.

        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 20142015 Annual Meeting, stockholders will be asked to consider the re-election of Stephen W. FesikRichard D. Kniss, Joerg C. Laukien, William A. Linton and Chris van Ingen to serve as aClass III directors and the election of Marc A. Kastner and Gilles J. Martin to serve as Class II director. Dr. Fesikdirectors. Each of the nominees is standing for re-electionelection 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. Directors are reimbursed

for reasonable out-of-pocket expenses incurred in attending meetings of the board or board committees.

Components of Director Compensation

        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, 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. During 2013,2014, 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 7, 2013,5, 2014, the Company granted each non-employee director, other than RichardMr. Stein and Mr. Kastner, an annual equity award consisting of an option to purchase 10,000 shares of common stock. The 20132014 option grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on January 7, 2014.5, 2015. On January 6, 2014,5, 2015, annual equity awards were granted to all non-employee directors other than Mr. Stein and Dr. Kastner.directors. The 20142015 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 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 the first quarter of 2013, Dr. Emmerich, Ms. Furlong, 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 each received $3,750, equal to one quarterly installment of the $15,000 annual BEST board retainer, as well as meeting fees of $1,000. In 2013, Dr. Emmerich received additional compensation of $1,875 for service as chair of the Compensation Committee of the BEST board of directors and $2,500 for service on the BEST Audit Committee. Ms. Furlong received additional compensation of $3,750 in 2013 for service as chair of the Audit Committee of the BEST board of directors. Mr. van Ingen received additional compensation of $2,500 in 2013 for service as the Executive Chairman of the BEST board of directors and $1,250 for service on the BEST Compensation Committee.5, 2016.

        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, 2013.2014. The compensation paid to Dr. Frank Laukien, our President and Chief Executive Officer, is shown in the Summary Compensation Table on page 4147 of this proxy statement. The compensation paid in 20132014 to Mr. Joerg Laukien as an employee of the Company is described in this proxy statement under the heading "Transactions with Related Persons."

20132014 Director Compensation Table

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding beneficial ownership of the Company's common stock as of April 3, 20142015 by (i) each person who is known by the Company to own beneficially more than 5% of the Company's common stock, (ii) each of our directors and nominees for director, (iii) each named executive officer of the Company, as defined under the heading "Summary of Executive Compensation," and (iv) all directors and executive officers who served as directors or executive officers as of April 3, 20142015 as a group. Unless otherwise noted, the address of each beneficial owner is c/o Bruker Corporation, 40 Manning Road, Billerica, Massachusetts 01821.

EXECUTIVE OFFICERS

        Our executive officers are designated annually by the board of directors. In February 2014,2015, our board of directors designated the persons listed below as the Company's executive officers for the fiscal year ending December 31, 2015. Each of these executive officers served as executive officers of the Company throughout the fiscal year ended December 31, 2014.

        During the fiscal year ended December 31, 2013, Dr. Frank Laukien, Mr. Wagner, Mr. Mattacchione, Mr. Knell, Mr. Bachmann, Mr. Srega, Dr. Munch, Dr. Werner Maas and Dr. Bernd Gewiese served as executive officers of the Company. Messrs. Mattacchione, Bachmann and Srega joined the Company during 2013.        For biographical information relating to Dr. Laukien, who serves as both an executive officer and a director of the Company, please see "Certain Information Regarding Directors and Nominees" above. Biographical information relating to our current non-director executive officers is presented below.

        Charles F. Wagner, Jr.    Mr. Wagner has served as the Company's Executive Vice President and Chief Financial Officer since July 2012. From November 2010 to March 2012, Mr. Wagner was the Executive Vice President of Finance and Administration and Chief Financial Officer of Progress Software Corporation, a provider of enterprise software located in Bedford, Massachusetts. Mr. Wagner served as Vice President and Chief Financial Officer of Millipore Corporation, a global provider of products and services in the life science tools market, from 2007 until July 2010, when Millipore was acquired by Merck KGaA. Mr. Wagner joined Millipore in 2002 and from 2003 to 2007 served as Vice President, Strategy and Corporate Development. From 1997 to 2002, he served in various roles at Bain & Company after having served as Manager, Accounting Analysis, at Millipore from 1995 to 1996 and as Manager at Coopers & Lybrand from 1990 to 1995. Mr. Wagner served as a director of the Company and member of the Audit Committee from August 2010 to June 2012. Additionally, from 2010 to March 2013, Mr. Wagner served as a director of Bruker Energy & Supercon Technologies, Inc., where he was a member of the Audit Committee. Since April 2014, Mr. Wagner has served as a director and chairman of the Audit Committee of Good Start Genetics, Inc. Mr. Wagner holds a B.S. from Boston College and a M.B.A. from Harvard Business School.

        Anthony L. Mattacchione.    Mr. Mattacchione joined the Company as Senior Vice President, Corporate Finance and Accounting, in February 2013. Mr. Mattacchione is responsible for the Company's global finance and accounting functions, including treasury, tax, shared financial services, internal controls and internal audit. Prior to joining the Company, Mr. Mattacchione served as Chief Financial Officer of EMD Millipore Corporation, a subsidiary of Merck KGaA, since July 2010 and as Vice President, Controller and Chief Accounting Officer of Millipore Corporation from April 2006 until his appointment as Chief Financial Officer of EMD Millipore following the acquisition of Millipore by Merck KGaA. From 1990 to April 2006, Mr. Mattacchione served in various financial

roles at Gerber Scientific, Inc., including as Treasurer, Corporate Controller and Chief Accounting Officer. Mr. Mattacchione was a senior auditor at Price Waterhouse LLP from 1988 to 1990.

Mr. Mattacchione is a Certified Public Accountant in the State of Connecticut and holds a M.B.A. in finance from the University of Connecticut and a B.S. in accounting from Central Connecticut State University.

        Michael G. Knell.    Mr. Knell has served as the Company's Vice President of Finance and Chief Accounting Officer since March 2012. Prior to joining the Company, Mr. Knell was with Ernst & Young LLP in its Boston office, where since 1998 he served in various roles, including most recently as Partner-Assurance Services and as a senior manager of Assurance Services from 2006 until his promotion to partner in July 2011. Mr. Knell's audit experience at Ernst & Young included service for a variety of clients in the retail, consumer products and manufacturing industries. Mr. Knell is a Certified Public Accountant in Massachusetts and holds a Bachelor of Science degree in Business Administration from the State University of New York at Buffalo.

        Thomas W. Bachmann.    Mr. Bachmann joined the Company as President, Bruker BioSpin Group, in August 2013. In this position Mr. Bachmann is responsible for management of the global operations of our Bruker BioSpin Group, which manufactures and distributes the Company's analytical and preclinical magnetic resonance instrumentation. Prior to joining the Company, Mr. Bachmann most recently served from 2005 to 2012 as Chief Executive Officer of Tecan Group in Switzerland, a leading global provider of complex laboratory instrumentation and integrated liquid-handling workflow solutions for life science research and diagnostics. From 2002 until 2004, he was CEO of the Arbonia-Forster Group's Steel Systems Business, a global provider of building supplies. From 1985 until 2002, Mr. Bachmann served in various roles as global Sales and Marketing Director, Business Unit Director and Senior Vice President of Corporate Development at Rieter Holding, a global provider of textile machinery and plants, as well as an automotive supplier of acoustic and thermal insulation systems. Mr. Bachmann holds a B.S. in Mechanical Engineering and an Executive MBA from IMD Business School in Switzerland. As previously reported in our Current Report on Form 8-K filed with the SEC on February 2, 2015, on January 30, 2015, Mr. Bachmann submitted his resignation, effective as of July 2015, in order to pursue other interests. We expect that Mr. Bachmann will continue to serve as President of the Bruker BioSpin Group until the effective date of his resignation.

        Mark R. Munch, Ph.D.    Dr. Munch has served since September 2012 as President, Bruker Nano Group (formerly known as the Bruker MAT Group,Group), with responsibility for management of the global operations of our Bruker MATNano Group, which manufactures and distributes the Company's advanced analytical X-ray technologies and spark-optical emission spectroscopy, atomic force microscopy and stylus and optical metrology instrumentation used in non-destructive molecular, materials and elemental analysis. Dr. Munch has also served as President of Bruker Nano, Inc., a wholly-owned subsidiary of the Company, since October 2010. Prior to joining Bruker Nano, Inc., from February 2008 to October 2010 Dr. Munch was Executive Vice President of Veeco Instruments Inc. Dr. Munch has also served as a Senior Vice President of Coherent, Inc. from February 2006 to January 2008 and as President and Chief Executive Officer of Cooligy, Inc., a subsidiary of Emerson Electric, from 2004 to 2006. Dr. Munch's background includes over 23 years of experience in marketing, product development, operations and sales, as well as experience in managing significant business units of multi-national corporations. Dr. Munch holds a Bachelor of Science degree in Chemical Engineering from the University of Colorado and a Master of Science degree and Ph.D. in Chemical Engineering from Stanford University.

        Juergen Srega.    Mr. Srega joined the Company as President, Bruker CALID Group in January 2013. In this position Mr. Srega is responsible for management of the global operations of our Bruker CALID Group, which manufactures and distributes the Company's mass spectrometry and chromatography instruments for life science and applied markets, as well as analytical instruments for chemical, biological, radiological, nuclear and explosives detection and research and process instruments based on infrared and Raman molecular spectroscopy technologies. Mr. Srega also serves as a

Managing Director of Bruker Daltonik GmbH, an indirect wholly-owned subsidiary of the Company located in Germany. Prior to joining the Company, Mr. Srega served since 1996 in a variety of senior

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 executive officers listed below and included in the Summary Compensation Table, whom we refer to collectively in this proxy statement as the "named executive officers." For 2013, our named executive officers were:

•

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



•

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



•

Mr. Anthony L. Mattacchione, Senior ViceThomas W. Bachmann, President, Corporate Finance and AccountingBruker BioSpin Group



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



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Mr. Juergen Srega, President, Bruker CALID Group and Bruker Daltonics Division

Executive Overview

        Our executive compensation program is designed to attract, motivate, retain and reward 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 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 revenue growth, both organically and through acquisitions. Achieving improvements in our gross profit margins, operating margins and cash flow are also critical to our success. In 2013,2014, our revenues grewdeclined by 2.7%approximately 2% to $1.81 billion from $1.84 billion, from $1.79 billion, despitereflecting a difficult economic environment in certain of our key markets.markets, as well as the impact of changes in foreign exchange rates. Included in 2014 revenues were a decrease of approximately $25.4 million from the impact of foreign exchange due to the strengthening of the U.S. Dollar versus the Japanese Yen, Russian Ruble and other currencies, and an increase of approximately $2.9 million attributable to recent acquisitions and divestitures. Adjusted for changes in foreign exchange rates and our recent acquisitions and divestitures, our 20132014 revenues grewdecreased by 3.2%$8.0 million, or 0.4%. Despite this increase in revenues, ourOur gross profit declined and our gross profit margin for fiscal 20132014 dropped to 43.8%42.2% from 46.3%43.8% for fiscal 2012.2013. On a non-GAAP basis, excluding the effects of acquisition-related costs and restructuring charges totaling, in the aggregate, $27.3$44.4 million and $21.9$27.3 million for the year ended December 31, 20132014 and 2012,2013, respectively, our gross profit margins declined approximately 22060 basis points to 44.7% for fiscal 2014,

compared to 45.3% for fiscal 2013, compared to 47.5% for fiscal 2012.2013. Our operating income for fiscal 20132014 declined to $105.4 million, or 5.8% of revenues, from $148.2 million, or 8.1% of revenues, from $156.0 million, or 8.7% of revenues, for fiscal 2012.2013. Adjusted for acquisition-related costs and other non-recurring charges totaling, in the aggregate, $79.0 million and $57.3 million in 2014 and $63.0 million in 2013, and 2012, respectively, our non-GAAP operating margin declined by approximately 100 basis points to 10.2% in 2014 from 11.2% in 2013 from 12.2%2013. However, as a result of a combination of improvements in 2012.our inventory management programs and the favorable effects of foreign exchange on our operating costs, our working capital ratio improved significantly, with working capital per dollar of revenue of $0.384 in 2014 compared to $0.447 in 2013.

        We remained focused in 20132014 on various initiatives aimed at reducing our operating costs and improving our operating efficiency. WhileFor example, in 2014 we were ablecommenced a plan to reduce our selling, generaldivest certain assets and administrative expensesimplement a restructuring program in the Bruker CALID Group's CAM division as a result of management's conclusion that the CAM business would be unable to achieve acceptable financial performance in the next two years. In the second half of 2014, we completed the sale of certain assets of the CAM division, including the Inductively Coupled Plasma-Mass Spectrometry (ICP-MS) product line and researchthe Gas Chromatography (GC) and development expensesGC Single Quadrupole Mass Spectrometry (GC-SQ-MS) sales and manufacturing business. Restructuring and other one-time charges in 2013, these cost-savings were more thanconnection with this plan totaled approximately $24 million in 2014, which was partially offset by a gain we recognized on the sale of the product lines of $8 million. As a result of lower revenues, adverse changes in foreign exchange rates, particularly the strengthening of the U.S. Dollar against the Japanese Yen, as well as costs relatedrelating to closing facilitiesour restructuring initiatives and implementing outsourcing and other restructuring initiatives. As a result of these factors, althoughinvestments in infrastructure improvements, our GAAP earnings per share improved modestlydeclined to $0.33 per share in 2014 from $0.48 per share in 2013 from $0.46 per share in 2012, 2013and our 2014 non-GAAP earnings per share fell to $0.75 from $0.77 from $0.83 for 2012.2013.

        Our 2013 financial resultsAlthough we significantly exceeded our goal for improvement in our working capital ratio, we did not fully achieve the corporateother financial goals we had established by the Compensation Committee for 2013.2014. However, our management team made significant progress on a number of strategic initiatives that we believe will benefit our future profitabilitythe Company and ultimately contribute to positive shareholder value creation. Consequently, consistent with our pay for performance philosophy, the 20132014 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 2013,2014, as approved by the Compensation Committee:

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Salaries.  For fiscal 2013,2014, the Compensation Committee evaluated our executive officers' base salaries in light of competitive market levels and approved a 23.8%9% salary increase for Dr. Frank Laukien, our Chief Executive Officer. The Compensation Committee considered this adjustment appropriate in recognition ofbased on peer group survey data, as Dr. Laukien's base salary and total target cash compensation continue to be significantly below the Company's growth and increasing complexity, as well as the Compensation Committee's understanding of competitive market levelsmedian for chief executive officers with similar experience and responsibilities.of the Company's compensation peer group. The 20132014 base salaries for each of our other executive officers each of whom joined our senior management team during 2012 or 2013, were set at levels which the Compensation Committee considered appropriate given their respective responsibilities and competitive market conditions.



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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 20132014 was linked to achievement of corporate and individual quantitative and qualitative 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, the Chief Executive Officer's variable cash compensation comprises nearly 60% of his total cash compensation opportunity based on target levels. For the remaining named executive officers, variable pay comprises approximately 33% to 50% of total cash compensation based on target levels, tying a substantial amount of total earnings opportunity to strategic performance objectives, aligned with shareholder value creation.

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As with past years, the Compensation Committee established specific fiscal year 20132014 financial quantitative and individual qualitative goals for our executive 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 respective goals, with no threshold or maximum.



•

The Compensation Committee approved 2013 quantitative performance targets related to revenue growth, operating profit improvement, earnings per share growth and working capital management for our corporate level executives, including Dr. Laukien, Mr. Wagner and Mr. 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 each of our executive officers' total cash incentive compensation potential, with the remaining 30% allocated to individual qualitative performance goals established by the Compensation Committee.



•

Like 2013, the Compensation Committee approved 2014 quantitative financial performance targets related to revenue growth, operating profit improvement, earnings per share growth and working capital management for our corporate level executives, including Dr. Laukien and Mr. Wagner, based on our business plan goals for these key metrics. The Compensation Committee selected 2014 metrics the same as those used to measure 2013 performance, as they remain critical operating imperatives for our business. The quantitative performance targets approved by the Compensation Committee for our executive officers with primary operating Group management responsibilities, including Messrs. Srega and Bachmann and Dr. Munch, varied based on key performance drivers for their respective operating Group, with approximately 85% of such targets allocated to Group financial performance and approximately 15% allocated to Corporate financial objectives. Payment for cash incentive bonuses linked to the achievement of pre-established quantitative financial performance goals is calculated based on percentage achievement of the respective goals relative to a threshold level of performance established by the Compensation Committee based on 2013 financial results and the goals included in our 2014 business plan. While there is no maximum payout for any individual financial quantitative goal, total incentive award payouts, after combining both financial and individual portions, are subject to a maximum amount of 200% of the individual's incentive award target.



•

Annual cash incentive awards for fiscal 20132014 rewarded our executive officers for generally strong operational performance relative to their individual qualitative goals, but also reflected the fact that our financial performance goals were not achieved or were only partiallyfully achieved. Examples of operational successes include efficient execution of the CAM division asset sales, new product development milestones and initiatives, global manufacturing consolidations and outsourcing, organizational redesigns, and significant improvements in our enterprise resource and financial planning systems. Based on 20132014 quantitative goals and performance results and our pay for performance




philosophy, cash incentive payments for performance against quantitative goals ranged from 0%11% to 46%76% of our executive officers' target bonuses linked to their 20132014 quantitative performance goals. In addition, our executive officers received amounts ranging from 74%42% to 100% of target bonuses linked to their 20132014 individual qualitative performance goals.





•

As executive officers assume greater responsibility, a larger portionthe restructuring plan relating to the CAM division was approved and implemented in 2014, the Compensation Committee determined that it was appropriate to exclude the financial results of their total cash compensation is designed tothe CAM division from our overall corporate financial results for 2013 and does become dependent on Company and individual performance. For example, our Chief Executive Officer's potential2014 for purposes of determining 2014 cash incentive compensation for 2013, based on achieving targeted levels of performance relativepayouts linked to the corporateCorporate level quantitative financial goals and individual qualitative goals, represented more than 50% of his total potential cash compensation.established for our executive officers.



•

Long-Term Incentive Awards.  In 2013,2014, the Compensation Committee approved long-term incentive awards to our executive officers and senior management team, including awards of stock options and restricted stock, in each case subject to time-based vesting. The value of such awards to our named executive officers on the respective grant dates ranged from 2 times1 time to over 2.5 times the named executive officer's respective 20132014 base salary, other than insalary. Option and restricted stock awards vest over four years, helping to further align the caseinterests 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.our executives with long-term shareholder value creation.




20112014 Say on Pay Vote

        In May 2011,2014, our stockholders cast an advisory vote on the Company's executive compensation decisions and policies as disclosed in the proxy statement for the 20112014 Annual Meeting of Stockholders. Over 9998% percent of the shares voted on the matter at the 20112014 Annual Meeting of Stockholders approved the compensation decisions and policies described in the 20112014 proxy statement. The Compensation Committee again considered this result in 20132014 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 are beingwill next be asked to cast an advisory vote regarding executive officer compensation at the Company's 20142017 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



•

balance both the short-term goals of the Company with a focus our leadership team on creating value for our 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 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 multi-year vesting schedules.

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, including determining overall option and restricted stock award guidelines and aggregate share usage and dilution levels, determines the Chief Executive Officer's salary, target and actual 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 Group presidents. In the case of our other executive officers who report directly to our Chief Executive Officer, the Compensation Committee relies primarily on the input and in the case of our other executive officers,recommendations from 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. The Global Vice President of Human Resources may also provide market analyses and other relevant market intelligence to the Compensation Committee as part of its evaluation and deliberations.

        During or priorPrior to the end of the first quarter of each fiscal year, the Compensation Committee reviews and approves changes to our executive officers' total target cash compensation, including base salary and target incentive compensation. During the first quarter of each fiscal year, 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 quarterand third quarters 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. 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. 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 design, as well as an objective perspective on the process of evaluating and developing proposals regarding our compensation practices. The Compensation Committee and management continued to use the data compiled by QTI during fiscal 2013 for the development of overall competitive equity grant guidelines for the Company. Additionally, inIn September 2013, managementthe Company retained independent consulting firm Radford Consulting, or Radford, to provide additional support in evaluating the Company's executive compensation levels and practices, particularly with respect to total direct compensation, internal pay equity, pay for performance alignment, and long-term incentive award levels, and types of equity vehicles and processes, including the impact of overall shareholder dilution resulting from equity awards.

        The Compensation Committee retains the discretion to approve awards in excess of those calculated to have been earned under the pre-established cash incentive plans of our executive officers in recognition of exceptional individual performance or contributions to Company performance. Additionally, the Compensation Committee may exercise its discretion not to approve cash incentive plan awards calculated to have been earned under a pre-established cash incentive plan of an executive officer in the event the Compensation Committee determines that such executive officer has violated Company policies or has failed to meet minimum performance expectations of an executive officer in that executive's position. The Compensation Committee may also recoup excess payments made resulting from a financial restatement which results from material non-compliance with accepted financial requirements or reporting standards.




Role of Management

        The Chief Executive Officer, with the assistance of the Chief Financial Officer, is responsible for making recommendations to the Compensation Committee for our Company-wide financial performance goals and their respective weightings. He is also responsible for making recommendations to the cashCompensation Committee for the individual 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 cash incentive plan, including the goals, weightings and target levels. The Compensation Committee reviews the recommendations of the Chief Executive Officer and Chief Financial Officer and determines the final incentive plan structure and goals for each of the executive officers, including threshold performance and target incentive 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 cash incentive payout. When determining the cash incentive plan payout for our 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 Chief Executive Officer, Chief Financial Officer and Global Vice President of Human Resources participate in Compensation Committee meetings, at the request of the Compensation Committee, to provide background information and explanations supporting compensation recommendations, including the results of annual performance evaluations 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 recent years in the size of the 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 have worked with QTI in 2012compensation consultants to, among other things, develop a survey for competitiveprovide market surveys, observations and recommendations regarding our executive 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.




program relative to other similarly situated public companies.

        In September 2013, management retained Radford to provide additional support to management and the Compensation Committee, including the selection of a new peer group of 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 bewere among the inputs considered in the evaluation of the Company's compensation process, program design and executive compensation determinations beginning infor 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 2013for2013 for which services they received aggregate fees of $380,000$118,000 in 2013.2014. For its services as aan executive compensation consultant to the Company, Radford received aggregate fees of $50,000$52,000 in 2013.2014, and an additional $64,946 for non-executive compensation consulting and surveys. The Compensation Committee has assessed the independence of QTI and Radford and determined that each of the compensation consultantsRadford is independent and that no conflicts of interest existed during fiscal 20132014 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.




Peer Group Review and Market Data

        In establishing and evaluating fiscal 20132014 compensation for our executive officers, as of January 1, 2013, as well as for executive officers hired in 2013,2014, the Compensation Committee utilized survey market data and peer group analysis provided by QTI.Radford. The Compensation Committee believes that it is important to consider compensation practices of companies that are comparable to us in terms of revenue, market capitalization, employees, global reach, and industry. The market data compiledprovided by QTI in 2012 updated the peer group universe and market data compiled by the Company in 2010 andRadford was based on published survey sources, including the Economic Research Institute Executive Compensation Assessor, RadfordRadford's Global Technology Survey and Global Sales Surveys and Towers Watson Data Services Global Remuneration Planning and Data Services TopHewitt's Total Compensation Management Compensation Survey Reports,Database, as well as recent proxy statements of the Company's peer group companies. The Compensation Committee did not directly tie target compensation for our named executive officers to any one typereferences ranges of referencethe market data but instead consideredprovided, including the 25^th, 50^th, and 75^th percentiles, considering all of these sources in determining the appropriate level of compensation for our executive officers.

        For fiscal 20132014 compensation evaluations, the peer group identified by QTIRadford and referenced by the Compensation Committee was comprised of 2017 other companies in the scientific tools, instruments, and durable goods manufacturing industry groups.services industries. 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 about the range and median of competitive salaries, cash bonuses and cash bonuses.long-term incentives. In 2012,2013, at the time QTIRadford compiled data for the peer group companies, the companies in the peer group ranged in size on a revenue basis from approximately $0.6 billion$800 million to $46.5$3.3 billion with a median of $1.9$2 billion as compared to our revenue of $1.7 billion.$1.8 billion and a median number of employees of 6,200 compared to our 6,400. The peer group considered by the




Compensation Committee for its evaluation of 20132014 base salary and annual cash incentive targets of our executive officers included:

• AffymetrixAMETEK, Inc.		• Lockheed MartinKLA-Tencor Corporation
• Agilent Technologies,Bio-Rad Laboratories, Inc.		• Mettler-Toledo International Inc.
• Abiomed,C.R. Bard, Inc.		• Northrop Grumman CorporationOSI Systems, Inc.
• Bio-RadCharles River Laboratories International,  Inc.		• PerkinElmer,  Inc.Pall Corporation
• Caliper Life Sciences,  Inc.FEI Company		• Sequenom,PerkinElmer, Inc.
• Danaher CorporationFLIR Systems, Inc.		• Teleflex IncorporatedSigma-Aldrich Corporation
• Hill-Rom Holdings,  Inc.Haemonetics Corporation		• ThermoFisher Scientific,Varian Medical Systems, Inc.
• Hologic, Inc.		• Varian Medical Systems,  Inc.Waters Corporation
• Invacare CorporationIllumina Inc.		• Waters Corporation
• KLA-Tencor Corporation		• Zygo Corporation

        In general, in light of our relative market position, the Compensation Committee considered the range and median compensation levels of the companies in the peer group to be appropriate competitive comparisons for our executive officers when evaluating and approving 20132014 compensation packages.

Executive Compensation Components and 20132014 Compensation Determinations

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

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




Components of Executive Compensation

        Total direct compensation consists of cash compensation in the form of annual base salary and annual incentive bonus awards, as well as long-term incentive compensation in the form of stock option and restricted stock grants.

        Annual Base Salary.    Base salaries are determined based on a variety of factors, including each officer's levelslevel 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 similarly situated companies. Base salaries are set at levels that the Compensation Committee believes are reasonably competitive to allow us to attract and retain qualified executives. Base salaries are reviewed annually and may be adjusted after considering the various factors described above.

        Annual Cash Incentive Awards.    Annual incentive awards in the form of performance-based cash incentive bonuses for the Chief Executive Officer and our other executive officers are based upon management's success in meeting our financial and strategic goals. Specific criteria for these awards are based on a combination of quantitative financial and qualitative individual measures established each year by the Compensation Committee after consultation with management. The specific goals vary for each executive officer based on responsibilities and role within our Company and may include financial or strategic measures, including, among others, revenue growth, gross profit and operating profit margin improvement, working capital ratio improvements, achieving return on invested capital goals, meeting




earnings per share targets, identifying and developing new product and market opportunities and furthering or achieving other strategic initiatives. The individual goals are intended to reward performance which results in our 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 2013,2014, for example, the cash incentive plans established for our corporate level officers, including our Chief Executive Officer and Chief Financial Officer, and Senior Vice President, Finance and Accounting, consisted of a revenue target goal with targets for non-GAAP operating profit improvement, working capital and non-GAAP earnings per share, goals, such that the combination of goals emphasized profit and cash flow improvements as well as top-line revenue growth performance based on the business plan approved by our board of directors. For our Group presidents, the financial metrics included revenue growth, operating and gross profit, improvements in working capital, and linkage to the overall Bruker profit results to ensure alignment and teamwork across the leadership team. Through a mix of quantitative financial metrics and qualitative individual goals, cash incentive awards reflect both the individual's contributions compared to his or her specific performance goals for the year and the overall performance of our Company or the particular operations under the executive officer's leadership.

        Long-Term 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 our common stock, which in turn motivates the recipient to focus on creating long-term enhancement into 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 provides input and recommendations to the Compensation Committee with regard to the optimal form and extent of equity incentives to be granted to employees, including the executive officers.

        Stock option and restricted stock 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. However, increases in stock price provide the only value available to executives from stock options, and increases in shareholder value deliver higher values in restricted stock. The Compensation Committee does, however, consideralso considers individual and Company performance in determining the value of total and individual equity awards. The Compensation Committee has determined that equity compensation awards to executives and all other employees should be based upon the economic value of the grant award and should be considered part of the 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 also generally reviews the option and restricted stock holdings of each of the executive officers as well, including vesting and exercise price and the then current value of such options or restricted stock.stock, in addition to the impact of those values under various stock price scenarios. We consider long-term equity compensation to be an integral part of a competitive executive compensation package as both a way to reinforce the individual's commitment to the Company 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, almost 80% of the Chief Executive Officer's total compensation is variable or "at risk." Similarly, over two-thirds of the other NEO total compensation is comprised of variable pay.

        Specifically, in 2013 over 50%2014 approximately 57% 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 20132014 the Compensation Committee approved 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 awards at over 100%250% and 210% of the executive officer's total target cash compensation,base salary, respectively, subject in each case to time-based vesting and continued employment. Equity awards for the other named executive officers ranged from 107% to 155% of base salary, signifying strong alignment with shareholder interests. Equity compensation comprised approximately half of both the Chief Executive and Chief Financial Officers total direct compensation, which includes base salary, annual bonus and long-term incentives. Long-term incentives as a percent of total direct compensation for the other named executive officers ranged from 41% to 52%.




        The following charts and table illustrate the mix of base salary, short-term cash incentive bonus and long-term incentive awards provided in the compensation packages of our Chief Executive Officer ("CEO"), and our named executive officers other than our Chief Executive Officer ("Other NEOs").




		CEO Pay Mix					Other NEO Average Pay Mix
Element		Value			% of Total Direct Compensation		Value(1)			% of Total Direct Compensation
Base Salary		$	600,000		21%		$	419,061			32	%
Bonus		$	800,000		28%		$	287,934			20	%
Long Term Incentives		$	1,471,741		51%		$	681,477			48	%
Total Direct Compensation		$	2,871,741		100%		$	1,388,472			100	%

---

(1)

The values reported reflect conversions from euros, in the case of Mr. Srega, and Swiss Francs, in the case of Mr. Bachmann, to U.S. dollars at conversion rates of 1.3295 and 1.0944, respectively, reflecting the 2014 average midpoint rate as published on www.oanda.com.

20132014 Base Salaries

        Annual base salaries approved by the Compensation Committee for each of our named executive officers for 2013 are2014 were as follows:

		2013 Base Salary			2012 Base Salary			% Change				2014 Base Salary			2013 Base Salary			% Change
Dr. Frank Laukien		$	550,000		$	444,338			23.8	%		$	600,000		$	550,000			9.1	%
Mr. Wagner		$	491,000		$	475,000			3.4	%		$	510,000		$	491,000			3.9	%
Mr. Srega(1)		$	371,896									$	372,260	(1)	$	371,896	(2)			(3)
Dr. Munch		$	380,000		$	380,000			0.0	%		$	400,000		$	380,000			5.3	%
Mr. Mattacchione(2)		$	280,000
Mr. Bachmann												$	393,984	(4)	$	388,404	(5)			(3)

---

(1)

Amount represents the U.S. dollar equivalent value of Mr. Srega joinedSrega's base salary (€280,000), based on the Company in January 2013. Amounts in the table represent2014 average midpoint conversion rate of €1.0 =$1.3295.



(2)

Amount represents the U.S. dollar equivalent value of Mr. Srega's base salary (€280,000), based on the 2013 average midpoint conversion rate of €1.0 =$1.3282.




(3)

Base salaries of Messrs. Srega and Bachmann did not change in local currency terms from 2013 to 2014. Changes reflected in the table result from the impact of changes in applicable exchange rates and conversion of local currencies to U.S. dollars.



(2)(4)

Amount represents the U.S. dollar equivalent value of Mr. Mattacchione joinedBachmann's base salary (CHF 360,000), based on the Company in February 2013.2014 average midpoint conversion rate of CHF 1.0 =$1.0944.



(5)

Amount represents the U.S. dollar equivalent value of Mr. Bachmann's base salary (CHF 360,000), based on the 2013 average midpoint conversion rate of CHF 1.0 =$1.0789.

        For fiscal 2013,2014, the Compensation Committee approved a 23.8%9.1% salary increase for Dr. Laukien, our Chief Executive Officer. The Compensation Committee considered this adjustment appropriate in recognition ofbased on the Company's growth and increasing global complexity, as well asupdated peer group data reviewed by the Compensation Committee's understanding of competitive market levels for chief executive officers with similar experience and responsibilities. In particular,Committee, as Dr. Laukien's base salary and total compensation potential was, and after the increase continued to be, significantly below the market median CEO salary and totalfor chief executive officers of the Company's compensation of his peers based on the peer group survey and market data reviewed by the Compensation Committee.group.

        Based on Mr. Wagner's positive performance evaluation and comparison to market data, the Compensation Committee determined that his base salary for fiscal 20132014 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 his peer group.3.9%.

        In August 2012, in connection with Dr. Munch's promotion to 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.        The Compensation Committee determined that, based on Dr. Munch's performance evaluation and the adjusted level continuedcomparison 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,Committee, Dr. Munch's base salary was unchanged for 2013.fiscal 2014 should be increased by 5.3%. Base salaries for our executive officers hired in 2013, Mr.Messrs. Srega and Mr. Mattacchione,Bachmann reflect the Compensation Committee's assessment of competitive market levels and internal pay equityequity. As Messrs. Srega and were set at approximatelyBachmann joined the median ofCompany in late 2012 and 2013, respectively, they did not receive base salary compensation paid to executivesincreases in comparable positions based on market data reviewed by the Compensation Committee.2014.

Cash Incentive Plans and Review of 20132014 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.




Consistent with its past practice, the Compensation Committee structured our executive officers' 20132014 cash incentive plans as follows:

•

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



•

Also at the beginning of the fiscal year, the Compensation Committee set individual target awards for each executive, expressed as a percentage of base salary, based on the executive's level of responsibility and upon a review of management recommendations, compensation information from our peer group and survey market data for comparable positions.



•

After the close of the fiscal year, the Compensation Committee received a report from management regarding Company, operating Group and individual performance against the pre-established performance goals. Actual awards for 2014 were approved based on each named executive officer's individual award target percentage and the overall Company, Group and/or individual performance relative to the specific performance goal, as determined by the Compensation Committee.

        The Compensation Committee sets the performance metrics as well as the performance thresholds and targets for each metric after consultation with management. The two primary classifications of




performance goals utilized in the annual incentive plans are quantitative financial goals and individual qualitative performance goals. Each performance metric represents part of the total incentive award calculation, with the quantitative financial goals accounting for, in the aggregate, 70% of the target award potential and the individual qualitative performance goals accounting for, in the aggregate, 30% of the total incentive award potential. Under the methodology adopted by the Compensation Committee for years beginning with 2010, the paymentsPayments for cash incentive bonuses linked to the achievement of pre-established quantitative performance goals are calculated based on percentage achievement of the quantitative target goal. While there is no maximum payout for any individual quantitative financial goal, with no threshold or maximum.total incentive award payouts, after combining both financial and qualitative portions, are subject to a maximum amount of 200% of the individual's incentive award target.

        Payments for individual qualitative goals are made in a range of 0% to 125%, with 50% of the target amount payable if the Compensation Committee determines that a qualitative goal was partially achieved, 75% of the target amount payable if the Compensation Committee determines that a qualitative goal was mostly achieved, 100% of the target amount payable if the Compensation Committee determines that a qualitative goal was substantially or completely achieved and, with respect to up to 15% of goals, 125% of the target amount payable if the Compensation Committee determines that performance exceeded a qualitative goal. For example, if an executive officer achieves 30% of a quantitative performance goal then the 2013 cash incentive bonus will include an amount equal to 30% of the target amount allocated to that goal. If the Compensation Committee determines that the executive officer has made substantial progress toward achieving a qualitative performance goal, the cash incentive bonus payment will include an amount equal to 75% of the target amount allocated to that goal. In order to provide additional motivation to the executive officers, and to reward outstanding corporate performance, the Compensation Committee has not set a maximum amount that can be earned in the event that the executive officers exceed their quantitative goals in the performance-based incentive plans.

        Incentive awards linked to individualIndividual qualitative goals however, are generally set as stretch but attainable goals, with over-achievement of goals anticipated to beoccur in very limited to 100% of the target incentive amount allocated to each of those goals, exceptcircumstances, such that only up to 15% of such goals may be awarded with payout of 125% for outstanding performance. Additionally, the Compensation Committee may, in its discretion, award cash incentive bonuses above the target level in the event it determines that an executive officer has delivered exceptional performance. The 2013 cash incentive plan approved for Dr. Munch was based in part on a legacy plan of the Company's Bruker Nano, Inc. subsidiary and differs in some respects from the description above. Effective in 2014, the cash incentive compensation plans of our executive officers willall operate under a common set of performance metrics and calculation methodologies, with goals adjusted at the corporateCorporate or Group level to reflect individual areas of responsibility.




Moreover, each Group president also has a portion of his financial quantitative goals tied to the overall profitability of the Company, creating additional alignment, unity of purpose, and teamwork across the Company.

20132014 Cash Incentive Plans

        Setting Incentive Target Levels.    The Compensation Committee establishes cash incentive plans for our executive officers, including each of our named executive officers, which are designed to provide meaningful performance incentives, relative to both fixed cash compensation in the form of salary and overall potential cash compensation, consistent with the Company's strategic goals and objectives and each individual executive officer's responsibilities. The following table summarizes the 20132014 cash incentive target levels approved for each of our named executive officers and the relationship of performance-based cash compensation at target levels to base salary and total potential cash compensation.




2013
2014 Cash Incentive Targets


		Target Level			% of Base Salary at Target Achievement		% of Total Potential Cash Compensation at Target Achievement		Target Level			% of Base Salary at Target Achievement		% of Total Potential Cash Compensation at Target Achievement
Dr. Frank Laukien		$	700,000		127%		56%		$	800,000		133%		57%
Mr. Wagner		$	500,000		102%		50%		$	510,000		100%		50%
Mr. Srega(1)		$	185,948		50%		33%		$	204,743		55%		35%
Dr. Munch		$	228,000		60%		38%		$	240,000		60%		38%
Mr. Mattacchione		$	122,500		50%		33%
Mr. Bachmann(2)									$	196,992		50%		33%

---

(1)

Amounts in the table represent the U.S. dollar equivalent value of Mr. Srega's cash incentive target (€140,000)154,000), based on the 20132014 average midpoint conversion rate of €1.0 =$1.3282.1.3295.



(2)

Amounts in the table represent the U.S. dollar equivalent value of Mr. Bachmann's cash incentive target (CHF 180,000) based on the 2014 average midpoint conversion rate of CHF 1.0 =$1.0944.

        When setting individual target incentive levels for fiscal 2013,2014, the Compensation Committee reviewed, for each named executive officer, individual target awards applicable in fiscal 2012,2013, the total cash compensation established for fiscal 20122013 and the projected cash compensation for fiscal 2013,2014, considering how the total cash compensation of each named executive officer compared to peer group and related market data, and the responsibilities of each named executive officer. Additionally, the Committee considered long-term incentive target levels, to take into account a total direct compensation view, so that no one element was determined in isolation, but rather the entire total compensation picture was considered. Based upon this review, as well as the increase in Dr. Laukien's 20132014 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$800,000 from $550,000,$700,000, or to 127%133% of base salary from 124%127% 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'sMr. Srega'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$204,743 from $198,000,$185,948, or from 52%50% of base salary to 60%55% 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%100% of base salary.salary for 2014. Given that Mr. Bachmann was new to the Company in August 2013, his compensation remained unchanged for fiscal 2014.

        Setting Performance Goals.Goals and Thresholds.    The Compensation Committee establishes specific corporateCorporate level quantitative financial performance goals for our executive officers with corporate responsibilities, including named executive officers Dr. Laukien Mr. Wagner and Mr. Mattacchione,Wagner, and Group level quantitative performance goals for our executive officers with Group level management responsibilities, including Mr. Srega, Mr. Bachmann and Dr. Munch, based on key corporate,Corporate, Group or divisional business plan goals for the fiscal year. The specific quantitative and qualitativeIn addition to goals tied to Group level financial performance, each of our Group Presidents has a portion of his incentive award potential linked directly to our profitability at the Corporate level, creating additional alignment with the overall strategic objectives of the Company. Quantitative performance goals generally reflect targeted growth over the results achieved in the prior year for the relevant metric, with a threshold level of current year performance required for any cash incentive payout that is typically equal to the prior year performance. However, in the case of business plan goals for which only modest or no growth is forecast, performance thresholds may be set at 95% of the business plan goal, which may result in a performance threshold




that is less than the results achieved in the prior year. For example, because our 2014 business plan included goals of less than 5% currency-adjusted revenue growth at the Corporate and weightingsBruker CALID and Bruker Nano Group levels, the performance thresholds for Dr. Laukien's, Mr. Wagner's, Mr. Srega's and Dr. Munch's quantitative targets tied to revenue growth at the Corporate or Group level, as applicable, was set at 95% of the relevant business plan goal. As a result, the threshold level of 2014 revenue needed to earn any portion of their goals linked to revenue growth, on a currency-adjusted basis, was slightly below 2013 results.

        For purposes of measuring our executive officers' performance relative to their respective cash incentive plan financial objectives, it is our practice to exclude from our financial results the impact of significant one-time or extraordinary events, such as acquisitions or divestitures. Consistent with that practice and because during 2014 we decided to restructure the CAM division and exit or divest businesses relating to two of that division's three main product lines, the Compensation Committee determined that it was appropriate to exclude the financial results of the CAM division from our overall corporate financial results for 2013 and 2014 for purposes of determining 2014 cash incentive payouts linked to Corporate level quantitative financial goals established for our executive officers. However, CAM division financial results were considered for purposes of determining Mr. Srega's Group level incentive award payout because, as President of the Bruker CALID Group, he was responsible for the performance of the CAM division and also received in November 2014 a special cash incentive award in connection with his contributions to the asset sales completed as part of the CAM division restructuring.

        The following tables provide a summary of the specific Corporate level financial goals and performance thresholds established by the Compensation Committee to measure and rewardfor our named executive officers'




performance in 2013, 2014 cash incentive plans, as well as the adjustments that were considered by the Compensation Committee for purposes of determining incentive award payouts for our executive officers' 2014 performance achieved relative to these goalsgoals. Due to the volatility of changes in foreign exchange rates during 2014, the Revenue Goal table also shows the difference between the Company's reported results and resulting payout percentages, are described below.those same results translated using the foreign exchange rates approved as part of the Company's business plan in January 2014.

Revenue Goal
($ millions)

		2013			2014
Reported Revenues			1,839.4			1,808.9
Reported Revenues at Business Plan 2014 Foreign Exchange Rates						1,842.4
CAM Division Revenues at Business Plan Foreign Exchange Rates			(102.1	)		(81.2	)
Adjusted revenues excluding CAM Division			1,737.3			1,761.2
2014 Business Plan Goal Excluding CAM Division						1,799.5
2014 Performance Threshold Excluding CAM Division						1,709.5




Non-GAAP Operating Profit Goal
($ millions)

		2013			2014
Reported Non-GAAP Operating Profit			205.5			184.4
CAM Division Non-GAAP Operating Loss			(23.6	)		(26.6	)
Non-GAAP Operating Profit Excluding CAM Division			229.1			211.0
2014 Business Plan Goal Excluding CAM Division						256.1
2014 Performance Threshold Excluding CAM Division						229.1

Non-GAAP EPS Goal
($ millions)

		2013			2014
Reported Non-GAAP EPS			0.77			0.75
CAM Division EPS Impact			(0.14	)		(0.16	)
Non-GAAP EPS Excluding CAM Division			0.91			0.91
2014 Business Plan Goal Excluding CAM Division						0.97
2014 Performance Threshold Excluding CAM Division						0.91

Working Capital Per Dollar of Revenue Goal
($ millions)

		2013			2014
Reported Working Capital Per Dollar of Revenue			0.447			0.384
Adjusted, Excluding CAM Division			0.440			0.384
2014 Business Plan Goal Excluding CAM Division						0.415
2014 Performance Threshold Excluding CAM Division						0.440




20132014 Cash Incentive Award Determinations

2014 Corporate Level Performance Goals

Dr. Frank Laukien
Mr. Wagner
Mr. Mattacchione

Quantitative Performance Goals
(70% of Target Bonus Potential)

        For 2013,2014, the Compensation Committee established quantitative financial performance targets that represented 70% of each named executive officer's total incentive award target. The corporateCorporate 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.profitability, and working capital reduction. As summarized in the table above, weDr. Laukien and

Mr. Wagner partially achieved the currency-adjusted revenue growth goal and significantly exceeded the working capital ratio improvement goalsgoal of our 2013the Company's 2014 business plan, which together accounted for 50% of the potential incentive award payment for corporateCorporate level quantitative goals, but did not deliver any portion of ourmeet or exceed the threshold performance level for 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 20132014 and consistent with our pay-for-performance philosophy, the cash incentives earned by Dr. Laukien Mr. Wagner and Mr. MattacchioneWagner for the quantitative financial performance portion of their 20132014 cash incentive plans was equal to only 21.5%approximately 76% of their cash incentive targets linked to quantitative goals, or approximately 53% 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 2013,

2014, as well as the performance achieved relative to these qualitative goals and resulting payout percentages, are described below.

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 20132014 with respect to a variety of strategic, organizational and infrastructure initiatives implemented under their leadership. Dr. Laukien earned a full payout for his contributions to goals associated with management development, compliance and systems enhancements. Dr. Laukien also was rewarded for mostly achieving goals linked to management development, as well as the Company's outsourcing and restructuring initiatives. The goal tiedinitiatives, new product innovation and divisional performance, in addition to improving the financial performance of the Chemical and Applied Markets, or CAM, division was only partially achieved, however, leadingachieving goals linked to a 50% payout for that portion of his quantitative goals.capital deployment. Based on the Compensation Committee's assessment that Mr. Wagner fully achieved his qualitative goals, including those relating to international taxconsolidation and treasury projects,shared services, as well as tax and audit developments, global IT projects, and human resources and shared services organizational and process development, and that he mostly achieved targeted goals relating to financial reporting systems,programs, Mr. Wagner earned over 91%100% 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%73% of potential for Dr. Laukien 92% of potential for Mr. Wagner and 100% of potential for Mr. Mattacchione,Wagner, reflect the strength of their individual performance against these objectives during 2013.2014.

20132014 Bruker CALID Group Performance Goals

Mr. Srega

Quantitative Performance Goals
(70% of Target Bonus Potential)

        As President of the Bruker CALID Group, Mr. Srega's incentive plan included quantitative financial performance goals directly relating to his leadership of the Bruker CALID Group. As summarized in the table above, our Bruker CALID Group achieved a portion of each ofsignificantly exceeded the four Group level quantitative financial performance goals, including goalsgoal relating to revenue, profitability and working capital management.management, but did not achieve any of the other performance thresholds or Group financial goals for 2014. As a result, the cash incentive award payout earned by Mr. Srega for the quantitative financial performance portion of his 20132014 cash incentive plan opportunity was equal to 35.4%approximately 49% of his cash incentive target linked to quantitative goals, or approximately 34% of his total cash incentive target.

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

        The Compensation Committee considered Mr. Srega's performance with respect to his individual qualitative goals and determined that Mr. Srega achieved his goals relating to Operational Excellence initiatives and partially achieved his goals relating to organizational and product development initiatives in the Bruker CALID

Group's Life Sciences and Clinical or LSC, division, improving the performance of the CAM(LSC) division and strategic business development priorities within the CALID Group divisions. After consideration of Mr. Srega's performance relative to these goals, the Compensation Committee determined that Mr. Srega 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 LSCBruker Detection division. As a result, Mr. Srega earned an incentive award payout equal to 79%42% of the portion of his cash incentive target attributable to individual qualitative goals. In addition, in 2014 the Compensation Committee approved one-time cash incentive awards to Mr. Srega in the aggregate amount of $344,933. The Company recommended the awards to Mr. Srega pursuant to special incentive plans established by the Company to recognize the contributions of certain management and Bruker CALID Group operations personnel to the successful closing of the divestitures of certain assets of the CAM division's ICP-MS and GC/GC-SQ-MS businesses. Amounts payable to Mr. Srega under these special incentive plans were based on the amount of proceeds from the respective asset sale and management's assessment of his significant individual contributions to the transaction. These one-time cash incentive awards to Mr. Srega approved by the Compensation Committee in November 2014 consisted of an award in the amount of $245,969 relating to the ICP-MS product line divestiture and an award in the amount of $98,964 relating to the divestiture of the GC/GC-SQ-MS sales and manufacturing business.

20132014 Bruker Nano Surfaces Division/Bruker MATGroup Performance Goals

Dr. Munch

Quantitative Performance Goals
(70% of Target Bonus Potential)

        As President of the Bruker Surfaces Division and the Bruker MATNano Group, Dr. Munch's incentive plan included quantitative financial performance goals relating to his leadership of both the Company's Bruker Nano Surfaces, or BNS, operating division (70% ofGroup. Dr. Munch partially achieved his quantitative performance-based incentive, or 49% of his total cash incentive target opportunity) and the Bruker MAT Group (30% of his quantitative performance-based incentive, or 21% of his total cash incentive target opportunity). Withgoals with respect to the BNS divisioncurrency-adjusted revenue growth and the working capital ratio, but did not achieve the performance thresholds or any portion of the plan, an initial eligible bonus pool amount was determined by multiplying Dr. Munch's target bonus applicablegoals relating to Bruker Nano Group profitability. Accordingly, the BNS performance goals of $159,800 by a percentage equal to the percentage achievement of the Company's BNS division relative to an adjusted operating income target of $47.2 million, equal to 14.4% growth relative to 2012, capped at 200% of the target bonus amount. Based on 2013 operating results, none of the targeted adjusted operating income improvement was achieved. As a result, there was no eligible bonus pool for the portion of the quantitative performance goals related to the BNS division. With respect to the BMAT Group portion of the quantitative performance goals under Dr. Munch's plan, none of the quantitative performance goals were achieved. Accordingly, no cash incentives wereincentive award payout earned by Dr. Munch for the quantitative financial performance portionsportion of his 20132014 cash incentive plan opportunity was equal to

approximately 11% of his cash incentive target linked to quantitative goals, or approximately 8% of his total cash incentive target.

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

        The Compensation Committee considered Dr. Munch's performance with respect to individual qualitative goals relating to marketing and sales, organizational and product development initiatives within the Bruker MATNano Group. After consideration of Dr. Munch's performance relative to thesehis individual qualitative goals, the Compensation Committee determined that Dr. Munch hadachieved his goals with respect to management leadership and organizational development, as well as mostly achieved his goals regarding product development. Accordingly, he earned a cash incentive award equal to approximately74%approximately 83% of the portion of his target cash incentive bonus potential attributable to his individual qualitative goals. Additionally,

2014 Bruker BioSpin Group Performance Goals

Mr. Bachmann

Quantitative Performance Goals
(70% of Target Bonus Potential)

        As President of the Bruker BioSpin Group, Mr. Bachmann's incentive plan included quantitative financial performance goals relating to his leadership of the Bruker BioSpin Group. Mr. Bachmann partially achieved his goals with respect to the currency-adjusted revenue growth and exceeded his goals regarding the working capital ratio. However, he did not achieve the performance threshold or any portion of the goals relating to profitability of the Bruker BioSpin Group. As a discretionaryresult, the cash incentive award payout earned by Mr. Bachmann for the quantitative financial performance portion of his 2014 cash incentive plan opportunity was equal to approximately 29% of his cash incentive target linked to quantitative goals, or approximately 21% of his total cash incentive target.

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

        The Compensation Committee considered Mr. Bachmann's performance with respect to individual qualitative goals relating to organizational and product development and operational initiatives within the Bruker BioSpin Group. After consideration of Mr. Bachmann's performance relative to his individual qualitative goals, the Compensation Committee determined that Mr. Bachmann achieved his goals with respect to global organizational development initiatives, including developing and implementing a strong leadership culture and new global BBIO organization, and also achieved his goals related to outsourcing activities. In addition, the Committee determined that Mr. Bachmann mostly achieved his goals regarding research and development, strategic development and service business development. Accordingly, Mr. Bachmann earned a cash incentive award equal to approximately 88% of the portion of his target cash incentive bonus paymentpotential attributable to Dr. Munch in the amounthis individual qualitative goals, or approximately 26% of $50,000.his total cash incentive target.

        Determining Incentive Award Payments.    Following review of the performance of our named executive officers in fiscal 2013,2014, the Compensation Committee approved awards to the named executive officers based on their respective percentage achievement of 20132014 financial quantitative and individual qualitative performance goals as follows: Dr. Frank Laukien—45.3%75.3%; Mr. Wagner—49.0%83.4%; Mr. Srega—56.0%46.6%; Dr. Munch—22.25% (44.0% including the discretionary bonus award)32.9%; and Mr. Mattacchione—51.5%Bachmann—46.75%. The actual award payments to our named executive officers are reported in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table in this proxy statement, with Dr. Munch's discretionary award reported in the "Bonus" column.statement.

20132014 Long-Term Incentive Awards

        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 price performance.

        During 2013,2014, 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, including: awards of 34,30642,311 shares of restricted stock and options to purchase 62,27457,657 shares of common stock to Dr. Laukien valued at approximately $1,346,351$1,471,741 on the date the awards were granted; awards of 25,72625,895 shares of restricted stock and options to purchase 46,69849,400 shares of common stock to Mr. Wagner valued at approximately $1,031,095$1,071,005 on the date the awards were granted; awards of 20,00016,925 shares of restricted stock and options to purchase 60,23632,288 shares of common stock to Dr. Munch valued at approximately $1,009,605$700,011 on the date the awards were granted; awards of 21,54013,298 shares of restricted stock and options to purchase 90,00025,369 shares of common stock to Mr. Srega valued at approximately $1,293,698$550,003 on the date the awards were granted; and awards

of 13,700 shares of restricted stock and options to purchase 47,47311,227 shares of common stock to Mr. MattacchioneBachmann valued at approximately $455,302$405,017 on the date the awards were granted. Portions

        The Company uses a mix of stock options and restricted stock awards to balance the increased performance orientation of stock options and the retentive qualities of restricted stock. The Compensation Committee believes this mix to be reasonable in light of market practices and the overall level of pay for our executives. In general, while no specific ratio is targeted, the Compensation Committee endeavors to deliver approximately 50% of the value in stock options and 50% of the value in restricted stock. In 2014, Dr. Laukien's awards consisted of 42% stock options and 58% restricted stock because the 2010 Incentive Compensation Plan limits the number of shares of restricted stock that can be granted to an individual to one hundred thousand shares in any one given year. The value of Mr. Bachmann's awards consisted of 30% stock options and 70% restricted stock based on provisions of his employment agreement. The values of awards to Messrs. Sregaall other executive officers consisted of 50% stock options and Mattacchione were made to replace awards forfeited at former employers and as an inducement to join the Company.50% restricted stock.

Executive Benefits

        In 2013,2014, 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.programs, or those comparable local benefit programs for our overseas executives. We generally do not provide additional benefits or perquisites to our executive officers, except as follows:

•

Dr. Munch is provided an automobile allowance based on the nature of his responsibilities; andresponsibilities.



•

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 planscomponents 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 20132014 are reported in the "All Other Compensation" column of the Summary Compensation Table included in this proxy statement under the heading "Summary of Executive CompensationCompensation." Additional information regarding Mr. Srega's personal pension scheme is included in this proxy statement under the heading "Pension Benefits."



•

Mr. Bachmann, who is based in Switzerland, is provided with the same pension scheme and formulaic contribution as all other employees located in Switzerland. Additional information regarding Mr. Bachmann's pension benefits is included in this proxy statement under the heading "Pension Benefits."

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 includes the following elements: (i) an annual base salary, which was initially set at $475,000 for 2012; (ii) a cash incentive bonus plan, with an initial target of $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. 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$255,000 as of December 31, 2013,2014, 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.

        On June 25, 2012, the Company entered into a letter agreement with Mr. Srega which sets forth certain terms of Mr. Srega's employment as President of the Bruker CALID Group. Under the terms of the letter agreement, Mr. Srega's target cash compensation includes the following elements: (i) an annual base salary set at 280,000 euros, or approximately 371,896,$371,896, for 2013, subject to annual review and (ii) a cash incentive bonus plan with target of 50% of base salary. Mr. Srega 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 well as reimbursement of certain relocation expenses. The letter agreement also provides that, beginning in 2014, Mr. Srega willis entitled to receive an annual equity award 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 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, in connection with his role as Managing Director of the Company's Bruker Daltonik GmbH subsidiary,Company assumed a personal pension scheme has been established for Mr. Srega's benefit.benefit carried forward in part from his former employer. The personal pension scheme is funded by contributions made by Bruker Daltonik GmbH and voluntary contributions by Mr. Srega, if any, during the term of his employment.

        Mr. Srega will be entitled to a lump sum severance payment equal to six months of his then current base salary, or approximately $185,948$170,380 as of December 31, 2013,2014, 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.

        UnderOn December 3, 2013, Bruker Corporation and Bruker BioSpin AG, a wholly-owned subsidiary Swiss subsidiary of Bruker Corporation, entered into a letter agreement with the Company dated February 12, 2013, Mr. Mattacchione is entitled to a lump sum severance payment equal to six monthsBachmann which sets forth certain terms of his then current base salary, or $140,000Mr. Bachmann's employment as of December 31, 2013, under certain conditions, including (i) in the event there is a change in the voting controlPresident 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. Mattacchione's employment is terminated at any time without cause.Bruker BioSpin Group. Under the terms of the letter agreement, Mr. Mattacchione may not agreeBachmann's target cash compensation includes the following elements: (i) an annual base salary set at 360,000 Swiss Francs, or approximately $393,984, for 2014, subject to work for any companyannual review and (ii) a cash incentive bonus plan with target of 50% of base salary. Mr. Bachmann was also entitled to an initial equity grant consisting of 14,000 shares of restricted stock and options to purchase 11,400 shares of common stock upon commencement of employment. The letter agreement also provides that, designs, makes or sells non-clinical magnetic resonance instrumentation or mass spectrometry instrumentation forbeginning in 2014, Mr. Bachmann is entitled to receive an annual equity award with a periodvalue equal to 100% of six months following resignation or terminationannual base salary pursuant to the Company's 2010 Incentive Compensation Plan. During the term of his employment, Mr. Bachmann 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, as an employee of Bruker BioSpin AG, during the term of his employment, Mr. Bachmann is entitled to participate in the Bruker BioSpin AG pension fund scheme and other local benefit plans generally available to Swiss employees. The letter agreement contains customary one-year non-competition and two-year non-solicitation provisions and may be terminated by either party upon six month's written notice. In January 2015, Mr. Bachmann submitted notice of termination to the Company.Company, effective July 2015.

        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 authority 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, compensationCompensation which qualifies as "performance-based" is excludedmay qualify for exclusion 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. Base salaries, awards under our executive officers' cash incentive plans, any other bonus payments and compensation in the form of restricted stock awards, however, are generally subject to the $1,000,000 limit on tax deductible compensation.

        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 designhave undertaken to qualify certain components of our plans and programsincentive compensation to be tax-efficient andexecutive officers for the performance exception to minimize compensation expense,non-deductibility, 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 and our compensation philosophyphilosophy. Under certain circumstances, such as the payment of cash bonus awards and our best interests.the granting of restricted stock awards, the Committee may decide to award executive compensation in an amount and form that is not deductible under Section 162(m).

Other Benefit Plans

        In October 2009, the board of directors of BEST adopted the Bruker Energy & Supercon Technologies, Inc. 2009 Stock Option Plan, or the BEST Plan. The BEST Plan provides for the issuance of up to 1,600,000 shares of BEST common stock in connection with awards under the plan. The BEST Plan allows a committee of the BEST board of directors to grant incentive stock options and non-qualified stock options to key employees and directors of the Company. The size of each grant is determined by the value of the BEST stock and BEST stock options at the time, the likely growth in that value and the importance of the individual to growing the value of the Company in the future. The BEST Plan is tied exclusively to increases in BEST's estimated value regardless of the Company's performance as a whole. As of December 31, 2013, 520,0002014, 470,000 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 participates 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.

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 2013.2014. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Compensation Committee. In addition, none of our executive officers serves as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of our board of directors.

SUMMARY OF EXECUTIVE COMPENSATION

        The following table summarizes the compensation earned by our President, Chief Executive Officer and Chairman, our Chief Financial Officer and our next three most highly compensated executive officers in fiscal 2013 (the2014 (our "named executive officers") for the years ended December 31, 2014, 2013 2012 and 2011.2012.

Summary Compensation Table