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 Wednesday,Monday, May 20, 201522, 2017 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 Wednesday,Monday, May 20, 2015,22, 2017, 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 nominees for director named in the accompanying proxy statement to hold office until the 20172020 Annual Meeting of Stockholders and the Class III nomineesnominee for director named in the accompanying proxy statement to hold office until the 2018 Annual Meeting of Stockholders.

2.

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

3.

To hold an advisory vote regarding the frequency of future advisory votes on executive compensation.

4.

To ratify the selection of Ernst & YoungPricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2015.2017.

3.5.

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 27, 201528, 2017 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 14, 201517, 2017

        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.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20, 2015:22, 2017:

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 20152017 Annual Meeting of Stockholders (the "2015"2017 Annual Meeting") to be held on May 20, 2015,22, 2017, 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 14, 2015.17, 2017.

        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 20152017 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 candidates for election as Class II directors and Class III directorsdirector at the 20152017 Annual Meeting who receive the highest number of affirmative votes will be elected to serve in the respective class. For Proposal No. 2, the non-binding, advisory vote regarding the compensation of the Company's named executive officers, and Proposal No. 4, the ratification of the appointment of Ernst & YoungPricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2015,2017, 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. For Proposal No. 3, the non-binding, advisory vote regarding the frequency of the stockholder advisory vote to approve the compensation of the Company's named executive officers, the frequency that receives the highest number of votes will be deemed to be the non-binding recommendation of the Company's stockholders.

        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.directors and the advisory vote on the frequency of future advisory votes on executive compensation. "Withhold" votes for any of the nominees for election as a director will have no effect on the outcome of Proposal No. 1, the election of the nominees for director. The vote on frequency of future advisory votes on executive compensation asks stockholders to express a preference for one of three choices for future advisory votes on executive compensation: every year, every other year, or every three years. For purposes of Proposal No. 3, the advisory vote on frequency of future advisory votes on executive compensation, abstentions will have the same effect as not expressing a preference.

        If the enclosed proxy card is properly executed and returned, it will be voted in the manner instructed by the stockholder. If a proxy card is properly submitted but contains no instructions, the shares represented thereby will be voted FOR theall nominees for director in Proposal No. 1, FOR approval of the non-binding, advisory vote regarding the compensation of the Company's named executive officers in Proposal No. 2, in favor, on a non-binding, advisory basis, of EVERY THREE YEARS as the frequency of the stockholder advisory vote to approve the compensation of the Company's named executive officers in Proposal No. 3 and FOR ratification of the appointment of Ernst & YoungPricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 20152017 in Proposal No. 2.4. In addition, if other matters come before the meeting, the persons named in the accompanying proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. Any person signing the enclosed form of proxy has the power to revoke it by voting in person at the meeting or by giving written notice of revocation to the Secretary of the Company at any time before the proxy is exercised. Please note, however, that if your shares are held of record by a broker, bank or nominee and you wish to vote at the meeting, you will not be permitted to vote in person unless you first obtain a proxy issued in your name from the record holder.

        If shares are held in the "street name" of a broker or other nominee, the broker or nominee may not be permitted to exercise voting discretion with respect to certain of the proposals to be acted upon. If the broker or nominee is not given instructions as to how to vote such shares, the broker has

authority under New York Stock Exchange rules to vote those shares for or against "routine" matters, such as Proposal No. 4, the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firms.firm. Brokers cannot vote on their customers' behalf on "non-routine" proposalsmatters such as Proposal No. 1, the election of directors.directors, Proposal No. 2, the approval of the advisory vote on the compensation of the Company's named executive officers, or Proposal No. 3, the advisory vote on the frequency of voting on the compensation of the Company's named executive officers. These rules apply notwithstanding the fact that shares of the Company's Common Stock are traded on the NASDAQ Global Select Market. If you provide voting instructions to the broker or nominee holder of your shares for Proposal No. 1, Proposal No. 2, or Proposal No. 3, but do not provide voting instructions for each of these proposals, your shares will be voted in accordance with your instructions on the particular matters for which you provided instructions, and will result in a "broker non-vote" with respect to the matters for which you did not provide voting instructions. If the brokerage firm lacks discretionary voting power with respect to an item that is not a routine matter and you do not provide voting instructions, (a "broker non-vote"), such shares will be counted for purposes of establishing a quorum to conduct business at the 20152017 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 20142016 Annual Report, including the Company's audited financial statements for the fiscal year ended December 31, 2014,2016, 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 27, 201528, 2017 are entitled to notice of and to vote at the 20152017 Annual Meeting. On March 27, 2015,28, 2017, the Company had outstanding and entitled to vote 168,870,601159,933,578 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 20152017 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 Nano and Bruker Energy & Supercon Technologies, or BEST.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

        The first proposal on the agenda for the 20152017 Annual Meeting is the election of Cynthia M. Friend, Marc A. Kastner, Gilles G. Martin and Gilles J. MartinHermann Requardt to serve as Class II directors for a two-year termthree-year terms beginning at the 20152017 Annual Meeting and ending at our 20172020 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 IngenAdelene Q. Perkins to serve as a Class III directorsdirector for a three-yearone-year term beginning at the 20152017 Annual Meeting and ending at our 2018 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 tenthirteen members of our board of directors, consisting of four Class I directors serving terms expiring at the Company's Annual Meeting of Stockholders in 2016, one2019, five Class II directordirectors serving a termterms expiring at the Company's 2017 Annual Meeting of Stockholders in 2017 and fivefour 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.2018.

        Effective as of the 20152017 Annual Meeting, in conjunction with the expiration of the terms of the five current Class IIIII directors, the classes will be adjusted to consist of four Class I directors, three

four Class II directors and fourfive Class III directors, leaving an additional vacancy within the class of Class II directors. At the 20152017 Annual Meeting, four nominees will be elected as Class IIIII directors to serve for terms expiring at the 20182020 Annual Meeting of Stockholders. Additionally, although our bylaws provide that vacancies may remain unfilled or may be filled by a majority vote of the directors then in office, two nomineesone nominee will be elected as a Class II directorsIII director to serve for termsa term expiring at the 20172018 Annual Meeting of Stockholders to fill the two vacanciesvacancy in the class of Class IIIII directors.

        Marc A. Kastner, one Each of the nominees for Class II director, Cynthia M. Friend, Marc A. Kastner, Gilles G. Martin and Hermann Requardt, was 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 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 confirmationelected 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,stockholders and is currently serving as a Class IIIII director. Each of the nomineesThe nominee for Class III director, Richard D. Kniss, Joerg C. Laukien, William A. Linton and Chris van Ingen, is currently serving asAdelene Q. Perkins, was recommended to the Nominating Committee by a Class IIInon-management 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 comprisedCommittee.

        Stephen W. Fesik, who has served as a Class II director since 2008, has not been nominated for re-election and, accordingly, his service on the board of three independent directors.directors will terminate at the 2017 Annual Meeting.

        Unless marked otherwise, proxies received will be votedFOR the election of each of the nominees 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 20152017 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 or Class III, as applicable. The board of directors has no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

        The Board of Directors recommends a vote FOR the election of Cynthia M. Friend, Marc A. Kastner, Gilles G. Martin and Gilles J. MartinHermann Requardt to serve as Class II directors and FOR the election of Richard D. Kniss, Joerg C. Laukien, William A. Linton and Chris van IngenAdelene Q. Perkins to serve as a Class III directors.director.

Certain Information Regarding Directors and Nominees

        The biographies of the nomineenominees 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.

Nominees for Election to a Two-YearThree-Year Term Expiring at the 20172020 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%approximately 25% 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.stockholders.

        While we believe that having a unified Chairman and Chief Executive Officer is appropriate and in the best interests of the Company and its shareholdersstockholders 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 tenthirteen members of our board of directors. EightEleven of our current directors, namely Wolf-Dieter Emmerich, Stephen W. Fesik, Brenda J. Furlong,Cynthia M. Friend, Chris van Ingen, Marc A. Kastner, Richard D. Kniss, William A. Linton, Gilles J.G. Martin, John Ornell, Richard A. Packer, Hermann Requardt and Chris van Ingen,Robert Rosenthal, meet the independence requirements of the NASDAQ Stock Market LLC, or NASDAQ, listing standards. All of our director nominees other than Mr. Joerg Laukien, are independent under such standards. Our former directors Wolf-Dieter Emmerich and Brenda Furlong were also determined to be independent when serving as members of our board. In making its independence determinations, the board of directors considered, among other things, relevant transactions between the Company and entities associated with the

independent directors, as further described in this proxy statement under

responsible for providing oversight to the Company's global information technology function and enterprise resource planning, as well as other strategic management development and business process initiatives. 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 2326 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 Companyhas served as President of the Bruker CALID Group insince January 2013. In this position Mr. Srega is responsible2013, with responsibility 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 SciencesScience 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."

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



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Mr. Charles F. Wagner, Jr., ExecutiveAnthony L. Mattacchione, Senior Vice President and Chief Financial Officer



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Mr. Thomas W. Bachmann,Dr. Mark R. Munch, Executive Vice President and President, Bruker BioSpinNano Group and Bruker Nano Surfaces Division



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Dr. Mark R. Munch, President, Bruker Nano Group



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



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Dr. René Lenggenhager, Former President, Bruker BioSpin Group

        Dr. Lenggenhager, President of the Bruker BioSpin Group throughout 2016, resigned from the Company effective February 2017. This former executive officer is included as a named executive officer in this proxy statement pursuant to applicable rules of the SEC.

Executive Overview

        Our executive compensation program is designed to attract, motivate, retain and reward the individuals that lead the Company.Company and that are responsible for developing and executing the overall business strategy. 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. The majority of our executive officers' pay opportunities are in the form of incentives, rather than base salary, with a significant amount of those opportunities tied to long-term equity incentive awards, thereby strongly linking the interests of our overall pay program with those of our shareholders. We provide limited perquisites and no excise tax gross ups. We also have a recoupment ("clawback") provision under our 2016 incentive plans that allows us to seek reimbursement of short-term incentive payments and repayment of stock award gains in the following circumstances: (a) to the extent of the excess of what would have been paid to the participant in the event of a restatement, due to material noncompliance with any financial reporting requirements, that is required to be prepared at any time during the three-year period following such payment or (b) in the event the recipient engages in activities that are detrimental to the business of the Company.

        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 2014,2016, our revenues declined by approximately 2%$12.5 million, or 0.8%, to $1.81 billion$1,611.3 million from $1.84 billion, reflecting a difficult economic environment$1,623.8 million in certain of our key markets, as well as the impact of changes in foreign exchange rates.2015. Included in 20142016 revenues werewas an increase of approximately $32.4 million related primarily to the acquisition of Jordan Valley Semiconductors, Ltd. and a decrease of approximately $25.4$8.3 million from the impact of foreign exchange due to the strengthening of the U.S. Dollar versus the Japanese Yen, Russian RubleEuro, Swiss Franc and other currencies, and an increase of approximately $2.9 million attributable tocurrencies. Adjusted for our recent acquisitions and divestitures. Adjusted for changes in foreign exchange rates, and our recent acquisitions and divestitures, our 2014 revenuesorganic revenue, a non-GAAP measure, decreased by $8.0$36.6 million, or 0.4%2.3%. OurThe decline in organic revenue primarily impacted the Bruker CALID and Bruker Nano Groups, driven by weak European research funding and global industrial markets conditions. Weakness in these segments was partially offset by revenue growth in the Bruker BioSpin Group. While our revenues declined, our gross profit declinedincreased and our gross profit margin for fiscal 2014 dropped to 42.2% from 43.8% for fiscal 2013. On a non-GAAP basis, excluding the effects of acquisition-related costs and restructuring charges totaling, in the aggregate, $44.4 million and $27.3 million for the year ended December 31, 2014 and 2013, respectively, our gross profit margins declined approximately 602016 rose 250 basis points to 44.7%46.1% from 43.6% for fiscal 2014,

compared to 45.3% for fiscal 2013. Our2015. Similarly, our operating income for fiscal 2014 declined2016 increased to $105.4$177.2 million, or 5.8%11.0% of revenues, from $148.2$145.7 million, or 8.1%9.0% of revenues, for fiscal 2013. Adjusted for acquisition-related costs2015. The increase in gross and other non-recurring charges totaling, inoperating margins resulted primarily from the aggregate, $79.0 millionfavorable impact of our recent restructuring and $57.3 million in 2014operational initiatives, the impact of pricing increases and 2013, respectively,a favorable business mix within our non-GAAP operating margin declined by approximately 100 basis points to 10.2% in 2014 from 11.2% in 2013. However,Bruker BioSpin Group, as well as the impact of our acquisition of Jordan Valley. As a result of these factors, as well as a combination of improvements in our inventory management programslower effective tax rate and the favorable effectsimpacts of foreign exchange oncurrency transaction gains and share repurchases, our operating costs,reported earnings per share increased from $0.60 in 2015 to $0.95 in 2016. Additionally, our working capital ratio improved significantly,remained relatively consistent, with working capital per dollar of revenue of $0.384$0.371 in 20142016 compared to $0.447$0.360 in 2013.2015.

        To supplement our financial results prepared and presented in accordance with U.S. generally accepted accounting principles (GAAP), we provide certain non-GAAP financial measures to investors, including organic revenue as discussed above. We remained focuseddefine the term organic revenue as GAAP revenue, excluding the effect of foreign currency changes and the effect of acquisitions and divestitures, and believe it is a useful measure to evaluate our continuing business. The presentation of this non-GAAP financial measure is not intended to be a substitute for, or superior to, the financial information prepared and presented in 2014accordance with GAAP and may be different from non-GAAP financial measures used by other companies, and therefore, may not be comparable among companies. We believe this non-GAAP financial measure provides meaningful supplemental information regarding our

performance. Specifically, management believes this non-GAAP measure provides relevant and useful information which is widely used by analysts, investors and competitors in our industry, as well as by our management, in assessing both consolidated and business unit performance.

        Although we significantly exceeded our goal for improvement in our non-GAAP earnings per share at the Corporate level, we did not fully achieve the other Corporate level financial goals established by the Compensation Committee for 2016. Our underlying business results also were mixed, with the Bruker CALID and Bruker Nano Groups underachieving on variousall Group level financial metrics, and the Bruker BioSpin Group overachieving with respect to its Group level profitability goals but failing to fully achieve other financial targets. However, our management team continued to make significant progress on a number of strategic initiatives aimed at reducing our operating costs and improving our operating efficiency. For example, in 2014 we commenced a plan to divest certain assets and implement 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 the Gas Chromatography (GC) and GC Single Quadrupole Mass Spectrometry (GC-SQ-MS) sales and manufacturing business. Restructuring and other one-time charges in connection with this plan totaled approximately $24 million in 2014,efficiency, 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, costs relating to our restructuring initiatives and investments in infrastructure improvements, our GAAP earnings per share declined to $0.33 per share in 2014 from $0.48 per share in 2013 and our 2014 non-GAAP earnings per share fell to $0.75 from $0.77 for 2013.

        Although we significantly exceeded our goal for improvement in our working capital ratio, we did not fully achieve the other financial goals established by the Compensation Committee for 2014. However, our management team made significant progress on a number of strategic initiatives that we believe will benefit the Company and ultimately contribute to positive shareholder value creation.creation over the long-term. Consequently, consistent with our pay for performance philosophy, the 20142016 cash incentive awards approved for our executive officers reflectedreflect these mixed results and, with the exception of the award earned by Dr. Lenggenhager, were below targetedtarget award amounts.levels.

        Highlighted below are some of the key actions and decisions with respect to our executive compensation programs for fiscal year 2014,2016, as approved by the Compensation Committee:

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Salaries.  For fiscal 2014,2016, the Compensation Committee evaluated our executive officers' base salaries in light of competitive market levels and approved a 9%an 8.8% salary increase for Dr. Frank Laukien, our Chief Executive Officer. The Compensation Committee considered this adjustment appropriate based on peer group survey data, 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 compensation peer group. The 20142016 base salaries for each of our other executive officers were set at levels which the Compensation Committee considered appropriate given their respective responsibilities, overall performance 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 20142016 was linked to achievement of corporate and individual quantitative and qualitative goals. AsAdditionally, as executive officers assume greater responsibility, a larger portion of their total cash compensation is designed to and does become dependent on and varies based on Company and individual performance. For example, the Chief Executive Officer's variable cash compensation comprisesrepresented nearly 60% of his total cash compensation opportunity based on target levels. For the remaining named executive officers, cash-based variable pay comprisesrepresented approximately 33% to 50%35% of total cash compensation based on target levels, tying a substantial amountover one-third of their total earnings opportunity to strategic performance objectives which are aligned with shareholder value creation.

•

As within past years, the Compensation Committee established specific fiscal year 20142016 financial quantitative and individual qualitative goals for our executive officers. 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, theThe Compensation Committee approved 20142016 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,Mattacchione, based on our business plan goals for these key metrics. The Compensation Committee selected 2014as 2016 metrics the same as thosemetrics used to measure 20132015 performance, as they remaincontinued to be considered the 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.Mr. Srega and BachmannDrs. Lenggenhager 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 (60% of the total 70%) and approximately 15% (10% of the total 70%) 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 2013our 2015 financial results and the goals included in our 20142016 business plan. In the case of the cash incentive payment for the quantitative portion of Dr. Munch's 2016 incentive plan, however, the Compensation Committee determined that a 50% floor on achievement was appropriate in light of sustained weakness in certain of the Bruker Nano Group's end markets. 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 payout amount ofequal to 200% of the individual's incentive award target.



•

Annual cash incentive awards for fiscal 20142016 rewarded our executive officers for generally strong operational performance relative to their individual qualitative goals, butand also reflected the fact that our financial performance goals were not fully achieved.was mixed across the Groups. Examples of operational successes include efficient executionclosing several strategic acquisitions, launching and ramping volume of the CAM division asset sales, new product development milestonesinnovations, continuing to build operational efficiencies and initiatives, global manufacturing consolidationslean strategies throughout the Company, and outsourcing, organizational redesigns, and significant improvements in our enterprise resource and financialimplementing tax planning systems.strategies to optimize effective tax rates around the world. Based on 20142016 quantitative goals and performance results, and our pay for performance philosophy, cash incentive payments calculated for performance against quantitative goals ranged from 11%26% to 76%116% of our named executive officers' target bonuses linked to their 20142016 quantitative performance goals. In addition, our executive officers receivedcash incentive payments calculated for performance against 2016 individual qualitative performance goals amounts ranging from 42%85% to 100%103% of our named executive officers' target bonuses linked to their 2014 individual qualitative performance goals.



•

As the 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 the CAM division from our overall corporate financial results for 2013 and 2014 for purposes of determining 2014 Reflecting this performance, total cash incentive payouts linked to Corporate level quantitative financial goals establishedour named executive officers for our executive officers.2016 ranged from 45% to 110% of incentive award targets.



•

Long-Term Incentive Awards.  In 2014,2016, the Compensation Committee approved long-term incentive awards to our named 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 Chief Executive Officer approximated 3.3 times his base salary and almost 60% of his total direct compensation, which includes base salary, target bonus and long-term equity incentives, thus linking a significant portion of his total compensation to shareholder value. Our Group presidents, Drs. Lenggenhager and Munch and Mr. Srega, and our Chief Financial Officer also were awarded significant equity stakes, approximating 1.4 times their base salaries, and had long-term incentives comprise approximately 50% of their total direct compensation. On balance, the named executive officers onin total had approximately 50% of their total direct compensation delivered in the respective grant dates ranged from 1 timeform of equity awards. We believe the combination of a high proportion of total compensation tied to over 2.5 times the named executive officer's respective 2014 base salary. Optionshare price performance and a four year vesting period for option and restricted stock and restricted stock unit awards vest over four years, helping to further alignaligns the interests of our executives with the long-term shareholder value creation.interests of our stockholders.




2014 Say on Pay Vote

        At the Company's 2011 Annual Meeting of Stockholders, our stockholders 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. Accordingly, we hold an advisory say on




pay vote every three years. In May 2014, our stockholders cast anthe most recent advisory vote on the Company's executive compensation decisions and policies as disclosed in the proxy statement for the 2014 Annual Meeting of Stockholders. Over 98% percent of the shares voted on the matter at the 2014 Annual Meeting of Stockholders approved the compensation decisions and policies described in the 2014 proxy statement. The Compensation Committee considered this result in 2014 and subsequent years 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 20112017 Annual Meeting, of Stockholders, our stockholders voted onare being asked to cast a proposalvote on the frequency of future stockholder advisory votes regarding executive compensation and an advisory vote regarding executive officer compensation. The Compensation Committee is recommending a frequency of once every three years for holding future stockholder advisory votes regarding the compensation of the Company's named executive officers. AThis triennial frequency is consistent with our long-term view of compensation and performance and our overall pay-for-performance philosophy, and was favored by approximately 61% of the stockholders who voted on the proposal regarding the frequency of once every three years received the highest number offuture advisory votes cast, as well as a majority of the votes cast on the proposal. Consistent with these results, our stockholders will next be asked to cast an advisory vote regarding executive officer compensation at the Company's 20172011 Annual Meeting of Stockholders. We believe that triennial votes will encourage and allow our stockholder and management to focus on evaluating the long-term effectiveness of our compensation philosophy and practices, while avoiding excessive focus on short-term variations in compensation and business results.

Executive Compensation Philosophy and Process

Key Considerations in Setting Compensation

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

•

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



•

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



•

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



•

balance both the short-term goals of the Company with a focus on creating long-term 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 or exceeding certain pre-determined performance goals. Executive compensation at Bruker is based in large part on a pay-for-performance philosophy, through annual incentive bonus awards which emphasize both company and individual performance measures that correlate closely with the achievement of our short and long term strategic performance objectives. To motivate our executive officers, we focus on cash compensation in the form of salary and annual performance incentives, a portion of which is tied to the individual's performance, and we augment this cash compensation with equity grants. In structuring executive compensation, the Compensation Committee focuses on our goal of long-term enhancement of stockholdershareholder 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 comprised of peer group and salary survey information in setting the Chief Executive Officer's compensation.

        For executive officers other than our Chief Executive Officer, the Compensation Committee relies primarily on input and recommendations from our Chief Executive Officer in the case of our Chief Financial Officer and Group presidents. In the case of our other executive officers who report directly to our Chief Executive Officer, the Compensation Committee relies primarily on the input and recommendations from our Chief Financial Officer. Our Chief Executive Officer, Chief Financial Officer and our GlobalCorporate 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 GlobalCorporate Vice President of Human Resources may also provide market analyses and other relevant market intelligence to the Compensation Committee as part of its evaluation and deliberations.

        Prior to the end of the first quarter of each fiscal year, the Compensation Committee reviews and approves changes to our executive officers' total target cash compensation, including base salary and target incentive compensation. During the first quarter of each fiscal year,Also during this time, the Compensation Committee also reviews recommendations from management on the most recently completed fiscal year short-term incentive compensation programs relative to anticipated corporate and individual performance. Additionally, during the first quarterthird and fourth quarters 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 and 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 and long-term incentive compensation data derived from independent sources, including market surveys and proxy information, for a reference group of publicly-traded companies in the same or similar industries. Although individual pay is driven largely by individual and corporate performance considerations, the Compensation Committee has historically used reference group data as a "market check" to help ensure that individual cash compensation levels remain reasonable and competitive. In September 2013, theThe Company has retained independent consulting firm Radford Consulting, or Radford, since September 2013 to provide support in evaluating the Company's executive compensation levels and practices, particularly with respect to total direct compensation, internal pay equity, pay for performance alignment, and long-term incentive award levels, and types of equity vehicles and processes, including the impact of overall shareholderstockholder 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 incentive compensation payments if it determines that a recipient has engaged in activities detrimental to the Company's business, as well as 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 Compensation 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 paymentperformance levels. After the close of the fiscal year, the Chief Executive Officer, assisted by the Chief Financial Officer and the Corporate Vice President of Human Resources, provides the Compensation Committee with his assessment of the performance of the other executive officers against their respective bonus goals and proposed cash incentive 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 Globalthe Corporate 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 for our Chief Executive Officer, and Chief Financial Officer conduct onand our other named executive officers. The Chief Financial Officer also participates in Compensation Committee meetings to provide perspective and supplemental information related to the quantitative financial goals and other financial plan topics.

Role of Compensation Consultants

        In light of the growth and evolution in recent years in the size and complexity 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 compensation consultantsRadford to, among other things, providereview market surveys, observations and recommendations regarding our executive compensation program relative to other similarly situated public companies.companies and receive external perspectives on evolving trends related to executive compensation program design, best practices and changes in the regulatory landscape.

        InSince September 2013, Company management retainedhas engaged Radford to provide support to management and the Compensation Committee, including the selection of a new peer group of companies and expandeddevelopment of 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 20132016 by




Radford under its engagement with the Company included working with the Company to develop a newassess the current peer group to be used for reasonableness and various compensation assessments, analyzing the Company's executive compensation pay levelsanalyses 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.assessments. The analyses and recommendations provided by Radford were among the inputs considered in the evaluation of the Company's compensation process, program design and executive compensation determinations for 2014.2016. The selected peer group is generally used for compensation assessments and analyzing the Company's executive compensation pay levels and practices, including the Company's share allocation and utilization for employee equity awards as compared with peer companies. Radford also provided analyses and recommendations regarding the development of the Company's 2016 Incentive Compensation Plan.

        Aon and Aon Hewitt, affiliates of Radford, also provided human resourcesinsurance consulting services to the Company in 20132016 for which services they received aggregate fees of $118,000 in 2014.$50,000. For its services as an executive compensation consultant to the Company, Radford received aggregate fees of $52,000approximately $70,000 in 2014, and an additional $64,9462016, as well as approximately $60,000 for non-executive compensation consulting and surveys. The Compensation Committee has assessedevaluated Radford's independence by considering each of the independence of Radfordfactors adopted by NASDAQ and the SEC. Based on such evaluation, the Committee determined that Radford is independent and that no conflicts of interest existed during fiscal 20142016 or 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 20142016 compensation for our executive officers, as well as for executive officers hired in 2014, the Compensation Committee utilized survey market data and peer group analysis provided by Radford. The Compensation Committee believes that it is important to consider compensation practices of companies that are comparable to us in terms of revenue, market capitalization, employees, global reach, scale and complexity, along with industry. Radford generally targeted companies in the range of ¹/2 to 3 times the size of the Company across various categories, taking into account the global complexity and reach of the Company. The market data provided by Radford was based on published survey sources, including Radford's Global Technology Survey and Aon Hewitt's Total Compensation Management Database, as well as recent proxy statements of the Company's peer group companies. The Compensation Committee references ranges of the market data provided, including the 10^th, 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 20142016 compensation evaluations, the peer group identified by Radford and referenced by the Compensation Committee was comprised of 17 other companies in the scientific tools, instruments, and services industries. The Compensation Committee believes that a peer group consisting of broad competitors of various sizes provides useful insight for theirits consideration of compensation levels, including information about the range and median of competitive salaries, cash bonuses and long-term incentives. In addition to industry, complexity and size characteristics, the Compensation Committee also considers the extent to which our selected peer group companies consider us a peer, how other third party organizations categorize the Company, such as the Standard and Poor's GICS methodology, and other companies which shareholder advisory firms, such as ISS, consider comparable to us. The Committee also strives for consistency in the peer group from year to year, in order to maintain consistency of results. The same peer group has generally been used since 2013, with modifications primarily due to industry consolidation. In 2016, at the time Radford compiled data for the peer group companies, the companies in theour selected peer group ranged in size on a revenue basis from approximately $800 million$1.5 to $3.3$2.9 billion, at the 25^th and 75^th percentiles, respectively, with a median of $2$2.2 billion, as compared to our trailing twelve month revenue of $1.8$1.6 billion, and a range of 5,300 to 11,800 employees at the 25^th and 75^th percentiles, respectively, with median number of employees of 6,200




7,300 compared to our 6,400.6,000. The peer group considered by the Compensation Committee for its evaluation of 2014 base salary2016 executive compensation levels and annual cash incentive targets of our executive officerspractices included:

• AMETEK, Inc.Agilent Technologies		• KLA-Tencor CorporationIllumina Inc.
• Bio-Rad Laboratories,AMETEK,  Inc.		• Mettler-Toledo International Inc.KLA-Tencor Corporation
• C.R. Bard,Bio-Rad Laboratories,  Inc.		• OSI Systems,Mettler-Toledo International Inc.
• Charles River Laboratories International,C.R. Bard,  Inc.		• Pall CorporationOSI Systems,  Inc.
• FEI CompanyCharles River Laboratories International, Inc.		• PerkinElmer, Inc.PAREXEL
• FLIR Systems, Inc.FEI Company		• Sigma-Aldrich CorporationPerkinElmer,  Inc.
• Haemonetics CorporationFLIR Systems,  Inc.		• Varian Medical Systems,  Inc.
• Hologic, Inc.Haemonetics Corporation		• Waters Corporation
• IlluminaHologic,  Inc.

        In general, in light of our relative market position, the Compensation Committee considered the range and median compensation levels of the companies in the peer group to be appropriate and reasonable competitive comparisons for our executive officers when evaluating and approving 20142016 compensation packages.

Executive Compensation Components and 20142016 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 pay 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 short- and long-term 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 level of responsibility, scope of the role, 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.companies, including those found in the market surveys and peer group data reviewed by the Compensation Committee. Base salaries are set at levels that the Compensation Committee believes are reasonably competitive to allow us to attract and retain qualified executives. Base salaries are reviewed annually and may be adjusted after considering the various factors described above.

        Annual Cash Incentive Awards.    Annual incentive awards in the form of performance-based cash incentive bonuses for the Chief Executive Officer and our other executive officers are based upon management's success in meeting our financial and strategic goals. Specific criteria for these awards are based 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 2014,2016, for example, and as in recent prior years, the cash incentive compensation plans, or ICPs, established for our corporate level officers, including our Chief Executive Officer and Chief Financial Officer, consisted of a revenue target goal along with targets for non-GAAP operating profit improvement, improvement in working capital and non-GAAP earnings per share, such that the combination of goals emphasized profitprofitable revenue growth 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 Group level revenue growth, increases in Group level non-GAAP operating and gross profit and improvements in Group level working capital, andas well as linkage to the overall Bruker non-GAAP operating 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 optionsoption, restricted stock awards and restricted stock unit (RSU) awards is designed to provide long-term incentives to executive officers and other employees, to encourage the executive officers and other 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 to stockholdershareholder value. The

        Effective as of its approval by our stockholders in May 2016, the Company's 20102016 Incentive Compensation Plan, or the 2016 Plan, is the vehicle used for grants of stock options and restricted stockequity incentive awards to our executive officers and other employees. Prior to the approval of the 2016 Plan, equity incentives in the form of stock option and restricted stock awards were granted pursuant to the Company's 2010 Incentive Compensation Plan. The 2016 Plan provides for the grant of awards of options, including nonqualified stock options or incentive stock options, restricted stock, unrestricted stock, restricted stock units, stock appreciation rights ("SARs"), performance shares and performance units, as well as cash based awards. Following adoption of the 2016 Plan, we shifted to the use of RSU awards from restricted stock awards in order to provide a more tax-effective equity vehicle for our international employees and additional flexibility for the Company to deliver awards in the form of stock or cash. The 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 grantsEquity incentive awards are discretionary and may be granted by the Compensation Committee at any time. Historically, we have not awarded equity incentive compensation with performance-based vesting, meaning that individual vesting is not based upon the achievement of




any specific pre-determined 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 the restricted stock.stock and RSU awards held by our executive officers and other key personnel. The Compensation Committee also considers individual and Company performance in determining the value of total and individual equity awards. The Compensation Committee has determined that equity compensation awards to executives and all other employees should be based upon the economic value of the grant award and should be considered part of the 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 in-the-money value of such options or restricted stock, in addition to the impact of those values under various stock price scenarios. We consider long-term equity compensation to be an integral part of a competitive executive compensation package as both a way to reinforce the individual's commitment to the Company, provide "skin in the game," create an ownership mentality and provide 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, almostover 80% of the Chief Executive Officer's total compensation is variable or "at risk.risk," meaning these amounts must be re-earned each year. Similarly, over two-thirdsalmost 65% of the other NEO total compensation of our other named executive officers is comprised of variable pay.

        Specifically, on a target basis in 20142016, approximately 57%60% of our Chief Executive Officer's total potential cash compensation at the target level was at risk through his short-term cash incentive program. Additionally, recognizing the importance of providing further incentives directly linked to the performance of our common stock and aligned with shareholderstockholder interests, in 20142016 the Compensation Committee approved market competitive long-term incentive awards to our named executive officers, including, among others, awards to Dr. Laukien, our Chief Executive Officer, and Mr. Wagner, ourMattacchione, upon his appointment to the position of Chief Financial Officer, of stock options and restricted stock grantsor RSU awards valued at the time of the respective awards at over 250%330% and 210%162% of base salary, respectively, subject in each case subject to time-based vesting over four years and continued employment. Equity awards for the other named executive officers ranged from 107% to 155%our Group presidents on average approximated 130% of base salary, signifying strong alignment for our executive team with shareholderstockholder interests. Equity compensation comprised approximately 58% of our Chief Executive Officer's total direct compensation and approximately half of both the Chief Executive andour Chief Financial OfficersOfficer's total direct compensation, which includes base salary, annual bonus and long-term incentives. Long-term incentives as a percent of total direct compensation for our Group presidents also approximated half of their total direct compensation (46%). Long-term incentives as a percent of total direct compensation for the other named executive officers as a group, including the CEO, ranged from 41%33% to 52%58%.




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





Named Executive Officer Compensation Mix


 


		CEO Pay Mix					Other NEO Average Pay Mix							CEO Pay Mix					Other NEO Average Pay Mix
Element		Value			% of Total Direct Compensation		Value(1)			% of Total Direct Compensation				Value ($)			% of Total Direct Compensation		Value(1) ($)			% of Total Direct Compensation
Base Salary		$	600,000		21%		$	419,061			32	%			652,477		17%			408,011			34	%
Bonus		$	800,000		28%		$	287,934			20	%			952,000		25%			221,738			18	%
Long Term Incentives		$	1,471,741		51%		$	681,477			48	%			2,150,000		57%			556,552			47	%
Total Direct Compensation		$	2,871,741		100%		$	1,388,472			100	%			3,754,477					1,199,200

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(1)

The values reported reflect conversions from euros, in the case of Mr. Srega, and Swiss Francs, in the case of Mr. Bachmann,Dr. Lenggenhager, to U.S. dollars at a conversion ratesrate of 1.3295€1.0 =$1.1068 and 1.0944,CHF 1.0 =$1.0154, respectively, reflecting the 20142016 average midpoint raterates as published on www.oanda.com.

20142016 Base Salaries

        Annual base salaries initially approved by the Compensation Committee for each of our named executive officers for 20142016 were as follows:

		2014 Base Salary			2013 Base Salary			% Change				2016 Base Salary ($)			2015 Base Salary ($)			% Change
Dr. Frank Laukien		$	600,000		$	550,000			9.1	%			680,000			625,000			8.8	%
Mr. Wagner		$	510,000		$	491,000			3.9	%
Mr. Mattacchione													418,000			351,900			18.8	%
Mr. Srega		$	372,260	(1)	$	371,896	(2)			(3)			351,121	(1)		319,951	(2)		9.7	%(3)
Dr. Munch		$	400,000		$	380,000			5.3	%			504,700			490,000			3.0	%
Mr. Bachmann		$	393,984	(4)	$	388,404	(5)			(3)
Dr. Lenggenhager													375,698	(4)		385,207	(5)		–2.5	%(6)

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(1)

Amount represents the U.S. dollar equivalent value of Mr. Srega's base salary (€280,000)317,240), based on the 20142016 average midpoint conversion rate of €1.0 =$1.3295.1.1068.



(2)

Amount represents the U.S. dollar equivalent value of Mr. Srega's base salary (€280,000)288,400), based on the 20132015 average midpoint conversion rate of €1.0 =$1.3282.1.1094



(3)

For 2016, the Compensation Committee approved a 10% increase in Mr. Srega's base salary denominated in euros, the currency of payment, from €288,400 to €317,240. The dollar amount reported in the table above is converted from euros and reflects the impact of changes in foreign exchange rates in 2016.




(3)(4)

Amount represents the U.S. dollar equivalent value of Dr. Lenggenhager's base salary (CHF 370,000), based on the 2016 average midpoint conversion rate of CHF 1.0 =$1.0154.



(5)

Amount represents the U.S. dollar equivalent value of Dr. Lenggenhager's base salary (CHF 370,000), based on the 2015 average midpoint conversion rate of CHF 1.0 =$1.0411.



(6)

Base salariessalary of Messrs. Srega and BachmannDr. Lenggenhager did not change in local currency terms from 20132015 to 2014. Changes2016. Change reflected in the table result from the impact of changes in applicable exchange rates and conversion of local currencies to U.S. dollars.



(4)

Amount represents the U.S. dollar equivalent value of Mr. Bachmann's base salary (CHF 360,000), based on the 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 2014,2016, the Compensation Committee approved a 9.1%an 8.8% salary increase for Dr. Laukien, 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 compensation potential was, and after the increase continued to be, significantly below the market median for chief executive officers of the Company's compensation peer group. In August 2016, Dr. Laukien, with the approval of the Compensation Committee, took a voluntary salary reduction of 10%, from $680,000 to $612,000, through the remainder of 2016.

        For fiscal 2016, the Compensation Committee initially did not adjust Mr. Mattacchione's salary as his pay was adjusted by the Compensation Committee when he became Interim Chief Financial Officer in May 2015. Based on Mr. Wagner's positive performance evaluation and comparisonMattacchione's election to market data,Chief Financial Officer of the Company by the Board of Directors on February 18, 2016, the Compensation Committee determined that his base salary for fiscal 20142016 should be increased by 3.9%.18.8%, from a total salary of $351,900 in 2015 to $418,000.

        The Compensation Committee determined that, based on Dr. Munch's performance evaluation and the comparison to compensation paid to executives in comparable positions according to peer group and other market data reviewed by the Compensation Committee, Dr. Munch's base salary for fiscal 20142016 should be increased by 5.3%. Base salaries3% from $490,000 to $504,700. The change reported in the table above reflects the cumulative effect of these determinations. The base salary established for Messrs.Mr. Srega and Bachmann reflectreflects the Compensation Committee's assessment of competitive market levels, individual performance, experience and overall responsibilities, as well as internal pay equity. As Messrs. Srega and BachmannDr. Lenggenhager's base salary remained unchanged in 2016 as his pay was established by the Compensation Committee when he joined the Company in late 2012 and 2013, respectively, they did not receive base salary increases in 2014.November 2015.

Cash Incentive Plans and Review of 20142016 Performance

        Annual cash incentive compensation supports the Compensation Committee's pay-for-performance philosophy and aligns individual goals with Company goals.those of the Company. Under the annual short-term incentive compensation plans, or ICPs, executive officers are eligible for cash awards based on a combination of the Company's attainment of pre-established financial performance metrics and achievement of specific individual qualitative goals. ConsistentWhile still measurable, individual qualitative goals may not always be as quantifiable as the financial objectives. Thus, and consistent with its past practice, the Compensation Committee structured our executive officers' 2014 cash incentive plans2016 ICPs as follows:

•

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



•

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



•

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




•

In April 2016, to encourage retention in light of sustained weakness in the Bruker Nano Group's end markets, the Compensation Committee established a 50% floor on the potential payment for the quantitative portion of the 2016 ICPs of Bruker Nano Group personnel, including Dr. Munch.



•

After the close of the fiscal year, the Compensation Committee received a report from management regarding Company, operating Group and individual performance against the pre-established performance goals.goals of the ICPs. Actual awards for 20142016 were approved based on each named executive officer's individual award target percentage and the overall Company, Group and/or individual performance relative to the specific performance goal, as determined by the Compensation Committee.

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




performance goals utilized in the annual incentive plansICPs are quantitative financial goals and individual qualitative performance goals. Each performance metric represents part of the total incentive award calculation, with the quantitative financial goals accounting for, in the aggregate, 70% of the target award potential and the individual qualitative performance goals accounting for, in the aggregate, 30% of the total incentive award potential. Payments for cash incentive bonuses linked to the achievement of pre-established 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, total incentive award payouts, after combining both financial and qualitativeindividual 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%based on evaluation of the target amount payable ifnamed executive officer's performance and determined by the Compensation Committee determines that a qualitative goal was partially achieved, 75% ofaccording to 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 achievedfollowing schedule:


2016 Cash Incentive Performance 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.Payout Measurement


Performance Descriptor		Performance Level			Payout Percentage
Significantly Exceeded			125	%		125	%
Achieved			100	%		100	%
Mostly Achieved			75	%		75	%
Partially Achieved			50	%		50	%
Not Achieved			0	%		0	%

        Individual qualitative goals are generally set as stretch but attainable goals, with over-achievement of goals anticipated to occur in very limited circumstances, such that only up to 15% of such goals may be awarded with payout of 125% for outstanding performance.circumstances. Additionally, the Compensation Committee may, in its discretion, award cash incentive bonuses above the target level in the event it determines that an executive officer has delivered exceptional performance. Effective in 2014, the cashCash incentive compensation plans of our named executive officers all operate under a common set of performance metrics and calculation methodologies, with goals adjusted at the Corporate or Group level to reflect individual areas of responsibility. Moreover, each Group president also has a portion of his financial quantitative goals tied to the overall profitability of the Company, creating additional alignment, unity of purpose and teamwork across the Company.

20142016 Cash Incentive Plans

        Setting Incentive Target Levels.    The Compensation Committee establishes cash incentive plansannual ICPs 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 2014 cash incentive2016 ICP target levels approved for each of our named executive officers and the relationship of performance-based cash compensation at target levels to base salary and total potential cash compensation.





20142016 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		$	800,000		133%		57%			952,000		140%		59%
Mr. Wagner		$	510,000		100%		50%
Mr. Mattacchione(1)										259,150		61%		38%
Mr. Srega(1)(2)		$	204,743		55%		35%			193,118		55%		35%
Dr. Munch		$	240,000		60%		38%			302,800		60%		38%
Mr. Bachmann(2)		$	196,992		50%		33%
Dr. Lenggenhager(3)										132,002		35%		26%

---

(1)

Amounts in the table represent the target value for Mr. Mattacchione, reflecting the combination of his target as Interim Chief Financial Officer until February 2016 and his target as Chief Financial Officer from February 2016 to December 31, 2016.



(2)

Amounts in the table represent the U.S. dollar equivalent value of Mr. Srega's cash incentive target (€154,000)174,500), based on the 20142016 average midpoint conversion rate of €1.0 =$1.3295.1.1068.



(2)(3)

Amounts in the table represent the U.S. dollar equivalent value of Mr. Bachmann'sDr. Lenggenhager's cash incentive target (CHF 180,000)130,000), based on the 20142016 average midpoint conversion rate of CHF 1.0 =$1.0944.1.0154.

        When setting individual target incentive levels for fiscal 2014,2016 ICPs, the Compensation Committee reviewed, for each named executive officer, individual target awards applicable in fiscal 2013,2015, the total cash compensation established for fiscal 20132015 and the projected cash compensation for fiscal 2014,2016, 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 20142016 base salary, the Compensation Committee determined that his cash incentive target should be adjustedremain at 140% of base pay. Additionally, in light of Mr. Mattacchione's promotion to provide both a meaningful increase inChief Financial Officer, the Compensation Committee increased 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 $800,000 from $700,000, or to 133%65% of base salary from 127%47% of base salary which represented a modest increase in Dr. Laukien's relative amount of "at risk" potential cash compensation.2015, to reflect his new expanded role and responsibilities. The Compensation Committee also determined that a greater amount of Mr. Srega'sDr. Munch's potential cash compensation should be tied to performance incentives in light of his current responsibilities and therefore increased his cash incentive target to $204,743 from $185,948, or from 50%60% of base salary to 55%from 54% of base salary. Additionally,salary in light of2015. Finally, based on its review of peer group data and the overall compensation of each other named executive officer, the Compensation Committee determined to maintain the relative levels of Mr. Wagner'sSrega's and Dr. Lenggenhager's cash incentive targettargets for 2016 at 100%55% and 35% of base salary, for 2014. Given that Mr. Bachmann was new to the Company in August 2013, his compensation remained unchanged for fiscal 2014.respectively.

        Setting Performance Goals and Thresholds.    The Compensation Committee establishes specific Corporate level quantitative financial performance goals for our executive officers with corporate responsibilities, including named executive officers Dr. Laukien and Mr. Wagner,Mattacchione, and Group level quantitative performance goals for our executive officers with Group level management responsibilities, including Mr. Srega Mr. Bachmann and Dr.Drs. Munch and Lenggenhager, based on key Corporate, Group or divisional business plan goals for the fiscal year. In addition to goals tied to Group level financial performance, each of our Group Presidents has a portion of his incentive award potential linked directly to our




profitability at the Corporate level, 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 20142016 business plan included goals of less than 5% currency-adjusted revenue growth at the Corporate and Bruker CALID and Bruker Nano Group levels, the performance thresholds for Dr. Laukien's, Mr. Wagner's, Mr. Srega's and Dr. Munch'sour named executive officers' quantitative targets tied to revenue growth at the Corporate or Group level, as applicable, waswere set at approximately 95% of the relevant business plan goal. As a result, the threshold level of 20142016 revenue needed to earn any portion of their goals linked to revenue growth, on a currency-adjusted basis, was slightly below 20132015 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 for our executive officers' 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 relative to these goals. 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 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




20142016 Cash Incentive Award Determinations

20142016 Corporate Level Performance Goals

Dr. Frank Laukien
Mr. WagnerMattacchione


Quantitative Performance Goals
(70% of Target Bonus Potential)


2014 Corporate Level Performance Goals(1)		Weighting			Performance Threshold		2014 Performance(2)		% of Incentive Goal Achieved		% of Total Incentive Target Earned
• $90.0 million Currency-Adjusted Revenue Growth			15	%	95%(3)		$51.7 million Currency-Adjusted Revenue Growth		57.4%		8.6%
• $27.0 million Non-GAAP Operating Profit Improvement (adjusted for acquisition and restructuring charges)			20	%	100%(4)		$18.3 million decrease in Non-GAAP Operating Profit		0.0%		0.0%
• $0.06 Increase in Non-GAAP Earnings Per Share (adjusted for acquisition and restructuring charges)			15	%	100%(4)		$0.00 increase in Non- GAAP Earnings Per Share		0.0%		0.0%
• $0.03 Reduction in Working Capital Ratio (adjusted for acquisition and restructuring charges)			20	%	100%(4)		$0.056 Reduction		224.0%		44.8%
Total			70	%					76.3%		53.4%

2016 Corporate Level Performance Goals(1)		Weighting			Performance Threshold		2016 Performance(2)		% of Incentive Goal Achieved		% of Total Incentive Target Earned
• $83.5 million Currency-							$3.6 million Currency-
Adjusted Revenue Growth			15	%	95%(3)		Adjusted Revenue Growth		4.3%		0.6%
• $26.9 million Non-GAAP
Operating Profit
Improvement (adjusted for
acquisition and							$22.6 million increase in
restructuring charges)			20	%	100%(4)		Non-GAAP Operating Profit		84.1%		16.8%
• $0.13 Increase in
Non-GAAP Earnings Per
Share (adjusted for
acquisition and							$0.30 increase in Non-GAAP
restructuring charges)			15	%	100%(4)		Earnings Per Share		217.1%		32.6%
• $0.02 Reduction in
Working Capital Ratio
(adjusted for acquisition
and restructuring charges)			20	%	100%(4)		$0.002 Reduction		9.8%		2.0%
Total			70	%					74.3%		52.0%

---

(1)

The performance goal reflected for each quantitative financial goal is equal to the difference between (x) the Company's 20142016 business plan goal for the respective financial measure and (y) the corresponding threshold performance level established by the Compensation Committee for the executive officer's cash incentive plan. All amounts are2016 ICP.



(2)

Reflects 2016 results, after adjustments to exclude resultsfor restructuring costs, acquisition-related costs, purchased intangible amortization, information technology transformation costs, impairment and the exclusion of acquisitions not included in the CAM division, as described above under the heading "2014 Cash Incentive Plans—Setting Performance Goals and Thresholds."



(2)

Reflects 2014 resultsCompany's 2016 business plan goal, relative to the threshold performance level established by the Compensation Committee for the executive officer's cash incentive plan2016 ICP for the corresponding financial goal. All amounts are after adjustmentsCurrency-Adjusted Revenue Growth is determined by applying 2016 business plan exchange rates to local currency results. Currency-Adjusted Revenue Growth also includes a $6.0 million downward adjustment associated with acquisitions not included in the Company's 2016 business plan goal. To arrive at Non-GAAP Operating Profit, GAAP Operating Profit has been adjusted to exclude resultsrestructuring costs of $20.8 million, acquisition-related costs of $11.1 million, purchase intangible amortization of $21.7 million, information technology transformation costs of $6.2 million and impairment of $0.9 million. In addition to the CAM division, as describedNon-GAAP Operating Profit adjustments noted above, underNon-GAAP Earnings Per Share has also been adjusted to exclude a bargain purchase gain of $9.2 million. Working Capital includes a $23.3 million downward adjustment associated with acquisitions not included in the heading "2014 Cash Incentive Plans—Setting Performance Goals and Thresholds."Company's 2016 business plan goal.



(3)

Reflects the performance threshold expressed as a percentage of the Company's 20142016 business plan goal. Since working capital ratio improvement is a reduction measure, threshold performance is expressed as a percentage higher than the targeted performance goal.





(4)

Reflects the performance threshold expressed as a percentage of the Company's 20132015 results.

        For 2014,2016, the Compensation Committee established quantitative financial performance targets that represented 70% of each named executive officer's total incentive award target. The Corporate level goals for these executive officers emphasized key elements of our strategy for providing value to our stockholders, with a mix of goals that focus on generating revenue growth, improving efficiency and profitability, and working capital reduction. As summarized in the table above, Dr. Laukien and




Mr. Wagnerwe exceeded our Corporate level earnings per share goal, but only partially achieved the currency-adjusted revenue growth goal and significantly exceeded the working capital ratio improvement goaleach of the Company's 2014 business plan, which together accounted for 50% of the potential incentive award payment forour other Corporate level quantitative goals, but did not meet 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 2014 and consistentConsistent with our pay-for-performance philosophy, the cash incentives earned by Dr. Laukien and Mr. WagnerMattacchione for the quantitative financial performance portion of their 2014 cash incentive plans2016 ICPs was equal to approximately 76%74% of their cash incentive targets linked to quantitative goals, or approximately 53%52% of their respective total cash incentive targets.


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


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


Named Executive Officer		2014 Individual Qualitative Goals		Weighting		2014 Performance		% of Total Incentive Target Earned
Dr. Frank Laukien		• Organizational development initiatives		5%		Mostly achieved		3.75%
		• Operational Excellence initiatives		10%		Mostly achieved		7.50%
		• New product innovation		5%		Mostly achieved		3.75%
		• Fix low-profit divisions		7.5%		Mostly achieved		5.63%
		• Capital deployment		2.5%		Partially achieved		1.25%
		Total		30%				21.88%
Mr. Wagner		• Accounting and reporting practices		7.5%		Fully achieved		7.50%
		• Corporate functions initiatives		7.5%		Fully achieved		7.50%
		• Business effectiveness initiatives		7.5%		Fully achieved		7.50%
		• Development of HR organization and practices		7.5%		Fully achieved		7.50%
		Total		30%				30.00%

        The Compensation Committee considered each of the corporate level executive officers' achievements in meeting their individual qualitative goals and the substantial progress made during 20142016 with respect to a variety of strategic, organizational and infrastructure initiatives implemented under their leadership. The individual qualitative performance goals for Dr. Laukien's and Mr. Mattacchione's 2016 ICPs are described below.

Dr. Laukien

        The individual qualitative performance goals established by the Compensation Committee for Dr. Laukien's 2016 ICP were designed to measure and reward the achievement of objectives relating to strategic acquisition targets, continued strengthening and development of the senior management team, innovation in product development to drive organic revenue growth, tax planning and implementation of operational efficiency initiatives. The Compensation Committee assessed Dr. Laukien's performance relative to these individual qualitative performance goals and rewarded Dr. Laukien was rewarded for mostlysignificantly exceeding his goal relating to strategic acquisition targets and fully achieving goalshis goal linked to management development, as well as the Company's outsourcing and restructuring initiatives, new product innovation and divisional performance, in addition tofor mostly or partially achieving goals linked to capital deployment.product innovation, operational efficiency improvements and tax planning initiatives. Consistent with this assessment of performance, Dr. Laukien earned 85% of the portion of his cash incentive target linked to individual qualitative goals.

Mr. Mattacchione

        Mr. Mattacchione's individual qualitative performance goals were designed to measure and reward the achievement of goals relating to strengthening and increasing the effectiveness of the global finance and internal audit organizations, implementing process improvement initiatives and advancing systems improvements. Based on the Compensation Committee's assessment that Mr. WagnerMattacchione fully or mostly achieved his qualitative goals including those relating to consolidationorganizational development and shared services, as well as taxprocess improvements, and audit developments,significantly exceeded his goal relating to advancing the global IT projects, and human resources programs,finance organization, Mr. WagnerMattacchione earned 100%102% of the portion of his potentialcash incentive payments allocatedtarget linked to individual qualitative goals. AwardsIn addition, in May 2015, in connection with Mr. Mattacchione's appointment to the position of Interim Chief Financial Officer, the Compensation Committee approved a one-time discretionary cash incentive award to Mr. Mattacchione in the amount of $150,000, which award was earned by the executive officers for these individual qualitative performance goals, totaling 73%as of potential for Dr. Laukien and 100% of potential for Mr. Wagner, reflect the strength of their individual performance against these objectives during 2014.March 31, 2016.




20142016 Bruker CALID Group Performance Goals

Mr. Srega


Quantitative Performance Goals
(70% of Target Bonus Potential)


2014 Bruker CALID Group (CALID) Performance Goals(1)		Weighting		Performance Threshold		2014 Performance(2)		% of Incentive Goal Achieved		% of Total Incentive Target Earned
• $30.1 million CALID Currency-Adjusted Revenue Growth		15%		95%(3)		Currency-Adjusted Revenue $19.3 million below Threshold		0.0%		0.0%
• $19.4 Million CALID Non-GAAP Adjusted Gross Profit Improvement (adjusted for acquisition and restructuring charges)		15%		100%(4)		$9.2 million decrease in Adjusted Gross Profit		0.0%		0.0%
• $17.3 Million CALID Non-GAAP Adjusted Operating Profit Improvement (adjusted for acquisition and restructuring charges)		15%		100%(4)		$6.2 million decrease in Adjusted Operating Profit		0.0%		0.0%
• $0.03 Reduction in CALID Working Capital Ratio (adjusted for acquisition and restructuring charges)		15%		100%(4)		$0.066 Reduction		227.6%		16.7%
• $27.0 million Corporate Non-GAAP Operating Profit Improvement (adjusted for acquisition and restructuring charges)(5)		10%		100%(4)		$18.3 million decrease in Operating Profit(5)		0.0%		0.0%
Total		70%						48.7%		34.1%

2016 Bruker CALID Group (CALID) Performance Goals(1)		Weighting		Performance Threshold		2016 Performance(2)		% of Incentive Goal Achieved		% of Total Incentive Target Earned
• $24.9 million CALID Currency-Adjusted Revenue Growth		15%		95%(3)		$3.9 million decline in Currency-Adjusted Revenue Growth		0.0%		0.0%
• $12.7 Million CALID Non-GAAP Gross Profit Improvement (adjusted for acquisition and restructuring charges)		15%		100%(4)		$8.7 million decrease in Non-GAAP Gross Profit		0.0%		0.0%
• $10.3 Million CALID Non-GAAP Operating Profit Improvement (adjusted for acquisition and restructuring charges)		15%		100%(4)		$2.4 million decrease in Non-GAAP Operating Profit		0.0%		0.0%
• $0.031 Reduction in CALID Working Capital Ratio (adjusted for acquisition and restructuring charges)		15%		100%(4)		$0.021 Reduction		67.6%		10.1%
• $26.9 million Corporate Non-GAAP Operating Profit Improvement (adjusted for acquisition and restructuring charges)		10%		100%(4)		$22.6 million increase in Operating Profit		84.1%		8.4%
Total		70%						26.5%		18.5%

---

(1)

The performance goal reflected for each quantitative financial goal is equal to the difference between (x) the Company's 20142016 business plan goal for the respective financial measure and (y) the corresponding threshold performance level established by the Compensation Committee for the executive officer's cash incentive plan.2016 ICP.



(2)

Reflects 20142016 results, after adjustments for restructuring costs, acquisition-related costs, purchased intangible amortization and the exclusion of acquisitions not included in the Company's 2016 business plan goal, relative to the threshold performance level established by the Compensation Committee for the executive officer's cash incentive plan2016 ICP for the corresponding financial goal.



(3)

Reflects the performance threshold expressed as a percentage of the Company's 20142016 business plan goal. Since working capital ratio is a reduction measure, threshold performance is expressed as a percentage higher than the targeted performance goal.



(4)

Reflects the performance threshold expressed as a percentage of the Company's 20132015 results.



(5)

Amount reflects adjustments to exclude results of the CAM division, as described above under the heading "2014 Cash Incentive Plans—Setting Performance Goals and Thresholds."




        As President of the Bruker CALID Group, Mr. Srega's incentive plan2016 ICP included quantitative financial performance goals directly relating to his leadership of the Bruker CALID Group. As summarized in the table above, ourthe Bruker CALID Group significantly exceeded the quantitative financial performance goal relatingpartially achieved its goals related to working capital management,ratio reduction and operating profit, but did not achieve any of theits other performance thresholds or Group financial goals for 2014.2016 quantitative goals. As a result, the cash incentive award payout earned by Mr. Srega for the quantitative financial performance portion of his 2014 cash incentive plan2016 ICP opportunity was equal to approximately 49%26% of his cash incentive target linked to quantitative goals, or approximately 34%18% of his total cash incentive target.





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


Named Executive Officer		2014 Individual Qualitative Goals		Weighting		2014 Performance		% of Total Incentive Target Earned
Mr. Srega		• CAM division restructuring		10%		Special bonus awarded		N/A
		• LSC organizational development initiatives		10%		Partially achieved		5.0%
		• Operational Excellence initiatives		5%		Achieved		5.0%
		• Bruker Detection division organizational development initiatives		5%		Partially achieved		2.5%
		Total		30%				12.5%

        Similar to the individual qualitative performance goals established by the Compensation Committee to measure and reward Dr. Laukien's and Mr. Mattacchione's performance in 2016, Mr. Srega's individual qualitative performance goals were designed to measure and reward the achievement of Bruker CALID Group objectives relating to strategic acquisition targets and investment opportunities, innovation in product development and service offerings to drive organic revenue growth, and implementation of operational efficiency initiatives. The Compensation Committee consideredassessed Mr. Srega's performance with respectrelative to histhese individual qualitative performance goals and determined thatrewarded Mr. Srega achievedfor significantly exceeding his goal relating to strategic acquisition targets and accelerating growth of the service business, fully achieving his goals relatinglinked to Operational Excellence initiativesproduct development and partially achievedoperational efficiencies, and mostly achieving his other goals relatingrelated to organizational development initiatives in the Bruker CALID Group's Life Sciencesnew product launches, executing on improving go-to-market strategies and Clinical (LSC) division and the Bruker Detection division. As a result,margin improvements. Consistent with this assessment of performance, Mr. Srega earned an incentive award payout equal to 42% of the portion90% of his cash incentive target attributablelinked 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 assessmentgoals or 27% of his significanttotal 30% 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.target opportunity for individual goals.




20142016 Bruker Nano Group Performance Goals

Dr. Munch


Quantitative Performance Goals
(70% of Target Bonus Potential)


2014 Bruker Nano Group (NANO) Performance Goals(1)		Weighting		Performance Threshold		2014 Performance(2)		% of Incentive Goal Achieved		% of Incentive Target Earned
• $26.2 million NANO Currency-Adjusted Revenue Growth		15%		95%(3)		$4.7 million Currency-Adjusted Revenue Growth		17.8%		2.7%
• $22.4 million NANO non-GAAP Adjusted Gross Profit Improvement (adjusted for acquisition and restructuring charges)		15%		100%(4)		$7.7 million decrease in Adjusted Gross Profit		0.0%		0.0%
• $23.1 million NANO Adjusted Operating Profit Improvement (adjusted for acquisition and restructuring charges)		15%		100%(4)		$6.1 million decrease in Adjusted Operating Profit		0.0%		0.0%
• $0.081 Reduction in NANO Working Capital Ratio (adjusted for acquisition and restructuring charges)		15%		100%(4)		$0.028 decrease in Working Capital Ratio		34.6%		5.2%
• $27 million Corporate Non-GAAP Operating Profit Improvement (adjusted for acquisition and restructuring charges)(5)		10%		100%(4)		$18.3 million decrease in Corporate Operating Profit(5)		0.0%		0.0%
Total		70%						11.3%		7.9%

2016 Bruker Nano Group (NANO) Performance Goals(1)		Weighting		Performance Threshold		2016 Performance(2)		% of Incentive Goal Achieved		% of Incentive Target Earned
• $29.3 Million NANO Currency-Adjusted Revenue Growth		15%		100%(3)		$10.9 million decline in Currency-Adjusted Revenue		0.0%		0.0%
• $22.4 Million NANO Non-GAAP Gross Profit Improvement (adjusted for acquisition and restructuring charges)		15%		100%(3)		$4.9 million decrease in Non-GAAP Gross Profit		0.0%		0.0%
• $15.6 Million NANO Non-GAAP Operating Profit Improvement (adjusted for acquisition and restructuring charges)		15%		100%(3)		$5.4 million decrease in Non-GAAP Operating Profit		0.0%		0.0%
• $0.036 Reduction in NANO Working Capital Ratio (adjusted for acquisition and restructuring charges)		15%		100%(3)		$0.005 decrease in Working Capital Ratio		12.9%		1.9%
• $26.9 Million Corporate Non-GAAP Operating Profit Improvement (adjusted for acquisition and restructuring charges)		10%		100%(3)		$22.6 increase in Corporate Operating Profit		84.1%		8.4%
Total		70%						50.0%		35.0%

---

(1)

The performance goal reflected for each quantitative financial goal is equal to the difference between (x) the Company's 20142016 business plan goal for the respective financial measure and (y) the corresponding threshold performance level established by the Compensation Committee for the executive officer's cash incentive plan.2016 ICP.



(2)

Reflects 20142016 results, after adjustments for restructuring costs, acquisition-related costs, purchased intangible amortization and the exclusion of acquisitions not included in the Company's 2016 business plan goal, relative to the threshold performance level established by the Compensation Committee for the executive officer's cash incentive plan2016 ICP for the corresponding financial goal.



(3)

Reflects the performance threshold expressed as a percentage of the Company's 2014 business plan goal.



(4)

Reflects the performance threshold expressed as a percentage of the Company's 20132015 results.



(5)

Amount reflects adjustments to exclude results of the CAM division, as described above under the heading "2014 Cash Incentive Plans—Setting Performance Goals and Thresholds."

        As Executive Vice President, and President of the Bruker Nano Group, Dr. Munch's incentive plan2016 ICP included quantitative financial performance goals relating to his leadership of the Bruker Nano Group. As summarized in the table above, Dr. Munch partially achieved a portion of his goals with respecttied to the currency-adjusted revenue growth and theBruker Nano Group working capital ratio,reduction and corporate operating profit, but did not achieve the performance thresholds or any portion of the goals relating to Bruker Nano Group profitability.his other 2016




quantitative goals. Accordingly, the cash incentive award payout earned by Dr. Munch for the quantitative financial performance portion of his 2014 cash incentive plan2016 ICP opportunity was equal to




approximately 11%15% of his cash incentive target linked to quantitative goals, or approximately 8%10% of his total cash incentive target. However, to encourage retention in light of sustained weakness after several years of difficult operating conditions affecting the Bruker Nano Group's end markets, the Compensation Committee in 2016 established a 50% floor on the potential payment for the quantitative portion of the 2016 ICPs of certain Bruker Nano Group and Bruker Nano Surfaces division personnel, including Dr. Munch. As a result, the cash incentive award payout awarded to Dr. Munch for the quantitative financial performance portion of his 2016 ICP opportunity was equal to 50% of his cash incentive target linked to quantitative goals, or approximately 35% of his total cash incentive target.


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


Named Executive Officer		2014 Individual Qualitative Goals		Weighting		2014 Performance		% of Total Incentive Target Earned
Dr. Munch		• Marketing and sales initiatives		5%		Achieved		5.0%
		• AXS product development programs		10%		Mostly achieved		7.5%
		• Product development programs		10%		Mostly achieved		7.5%
		• Organizational development initiatives		5%		Achieved		5.0%
		Total		30%				25.0%

        The individual qualitative performance goals established by the Compensation Committee consideredfor Dr. Munch's performance with respect2016 ICP were designed to individual qualitative goalsreward the achievement of Bruker Nano Group objectives relating to strategic investment and innovation in product development to drive organic revenue growth, divisional marketing and sales organizationalinitiatives, the integration of acquired businesses and product developmentimplementation of operational efficiency initiatives. Additionally, a portion of Dr. Munch's individual qualitative performance goals was linked to execution of enterprise resource planning and information technology initiatives withinat the Bruker Nano Group.Corporate level. After consideration of Dr. Munch's performance relative to his individual qualitative goals, the Compensation Committee determined that Dr. Munch achievedsignificantly exceeded his goals with respectrelating to management leadershipthe integration of the Jordan Valley Semiconductors acquired operations and organizational development, as well ascertain Corporate enterprise resource planning, information technology improvements, and training initiatives and achieved or mostly achieved each of his other goals regardingrelated to new product development.development and other operational initiatives. Accordingly, heDr. Munch earned a cash incentive award equal to approximately 83%97% of the portion of his target cash incentive bonus potential attributable to his individual qualitative goals.goals, or 29% of his total target incentive opportunity.




20142016 Bruker BioSpin Group Performance Goals

Mr. BachmannDr. Lenggenhager


Quantitative Performance Goals
(70% of Target Bonus Potential)


2014 Bruker BioSpin Group (BBIO) Performance Goals(1)		Weighting		Performance Threshold(2)		2014 Performance(3)		% of Incentive Goal Achieved		% of Incentive Target Earned
• $36.1 million BBIO Currency-Adjusted Revenue Growth		15%		100%		$9.8 million increase in Currency-Adjusted Revenue Growth		27.1%		4.1%
• $28 million BBIO non-GAAP Adjusted Gross Profit Improvement (adjusted for acquisition and restructuring charges)		15%		100%		$7 million decrease in non-GAAP Adjusted Gross Profit		0.0%		0.0%
• $26.8 million BBIO Adjusted Operating Profit Improvement (adjusted for acquisition and restructuring charges)		15%		100%		$2.9 million decrease in Adjusted Operating Profit		0.0%		0.0%
• $0.063 Reduction in BBIO Working Capital Ratio (adjusted for acquisition and restructuring charges)		15%		100%		$0.069 decrease		109.5%		16.4%
• $35.5 million Corporate Non-GAAP Operating Profit Improvement (adjusted for acquisition and restructuring charges)(4)		10%		100%		$0.4 million decrease in non-GAAP Operating Profit(4)		0.0%		0.0%
Total		70%						29.3%		20.5%

2016 Bruker BioSpin Group (BBIO) Performance Goals(1)		Weighting		Performance Threshold		2016 Performance(2)		% of Incentive Goal Achieved		% of Incentive Target Earned
• $28.4 Million BBIO Currency-Adjusted Revenue Growth		15%		95%(3)		$21.3 million Currency-Adjusted Revenue		75.1%		11.3%
• $23.9 Million BBIO Non-GAAP Gross Profit Improvement (adjusted for acquisition and restructuring charges)		15%		100%(4)		$40.0 million increase in Non-GAAP Gross Profit		167.6%		25.1%
• $20.9 Million BBIO Non-GAAP Operating Profit Improvement (adjusted for acquisition and restructuring charges)		15%		100%(4)		$38.8 million increase in Non-GAAP Operating Profit		185.1%		27.8%
• $0.029 Reduction in BBIO Working Capital Ratio (adjusted for acquisition and restructuring charges)		15%		100%(4)		$0.017 decrease in Working Capital Ratio		58.6%		8.8%
• $26.9 Million Corporate Non-GAAP Operating Profit Improvement (adjusted for acquisition and restructuring charges)		10%		100%(4)		$22.6 increase in Corporate Operating Profit		84.1%		8.4%
Total		70%						116.2%		81.4%

---

(1)

The performance goal reflected for each quantitative financial goal is equal to the difference between (x) the Company's 20142016 business plan goal for the respective financial measure and (y) the corresponding threshold performance level established by the Compensation Committee for the executive officer's cash incentive plan.2016 ICP.



(2)

Reflects 2016 results, after adjustments for restructuring costs, acquisition-related costs, purchased intangible amortization and the performance threshold expressed as a percentageexclusion of acquisitions not included in the Company's 2013 results.



(3)

Reflects 2014 results2016 business plan goal, relative to the threshold performance level established by the Compensation Committee for the executive officer's cash incentive plan2016 ICP for the corresponding financial goal.



(4)(3)

Amount reflects adjustments to exclude resultsReflects the performance threshold expressed as a percentage of the CAM division,Company's 2016 business plan goal. Since working capital ratio is a reduction measure, threshold performance is expressed as described above undera percentage higher than the heading "2014 Cash Incentive Plans—Setting Performance Goals and Thresholds."targeted performance goal.



(4)

Reflects the performance threshold expressed as a percentage of the Company's 2015 results.

        As President of the Bruker BioSpin Group, Mr. Bachmann's incentive planDr. Lenggenhager's 2016 ICP included quantitative financial performance goals relating to his leadership of the Bruker BioSpin Group. Mr. BachmannAs summarized in




the table above, Dr. Lenggenhager exceeded his quantitative goals relating to gross profit improvement and operating profit and 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 result,other quantitative goals. Accordingly, the cash incentive award payout earned by Mr. BachmannDr. Lenggenhager for the quantitative financial performance portion of his 2014 cash incentive plan2016 ICP opportunity was equal to approximately 29%116% of his cash incentive target linked to quantitative goals, or approximately 21%81% of his total cash incentive target.





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


Named Executive Officer		2014 Individual Qualitative Goals		Weighting		2014 Performance		% of Total Incentive Target Earned
Mr. Bachmann		• Global organizational development
		initiatives		10%		Achieved		10.00%
		• Research and development projects		5%		Mostly achieved		3.75%
		• Strategic development initiatives		5%		Mostly achieved		3.75%
		• Outsourcing activities		5%		Achieved		5.00%
		• Service business development		5%		Mostly Achieved		3.75%
		Total		30%				26.25%

        The individual qualitative performance goals established by the Compensation Committee considered Mr. Bachmann's performance with respectfor Dr. Lenggenhager's 2016 ICP were designed to individual qualitative goalsmeasure and reward the achievement of Bruker BioSpin Group objectives relating to organizationalstrategic acquisition targets and investment opportunities, innovation in product development to drive organic revenue growth, marketing and sales initiatives, management development and retention, and implementation of operational initiatives within the Bruker BioSpin Group.efficiency initiatives. After consideration of Mr. Bachmann'sDr. Lenggenhager's performance relative to his individual qualitative goals, the Compensation Committee determined that Mr. Bachmann achievedDr. Lenggenhager significantly exceeded his goals with respectrelating to global organizational developmentsales and marketing initiatives including developing and implementing a strong leadership culture and new global BBIO organization, and also achieved or mostly achieved each of his other goals related to outsourcing activities. In addition, the Committee determined that Mr. Bachmann mostly achieved his goals regarding research andnew product development, strategicmanagement development and service business development.other operational initiatives. Accordingly, Mr. Bachmannhe earned a cash incentive award equal to approximately 88%96% of the portion of his target cash incentive bonus potential attributable to his individual qualitative goals, or approximately 26%29% of his total cashtarget incentive target.opportunity.

        Determining Incentive Award Payments.    Following review of the performance of our named executive officers in fiscal 2014,2016, the Compensation Committee approved ICP awards to the named executive officers based on their respective percentage achievement of 20142016 financial quantitative and individual qualitative performance goals as follows: Dr. Laukien—75.3%77.5%; Mr. Wagner—83.4%Mattacchione—82.8%; Mr. Srega—46.6%45.6%; Dr. Munch—32.9%64.2%; and Mr. Bachmann—46.75%Dr. Lenggenhager—110.2%. The actual cash incentive 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.

20142016 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 shareholdersstockholders by focusing them on long-term growth and stock price performance.

        During 2014,2016, upon consideration of a variety of factors, including the individual responsibilitiesperformance, experience and performanceresponsibilities of each of our named executive officers, our stock price, competitive market practices and trends, including shareholderstockholder total potential dilution and annual equity runburn rate percentages, andmarket levels, outstanding equity awards held by our named executive officers and overall Company




performance, the Compensation Committee approved long-term incentive awards to certain of our executive officers, including:including the following awards to our named executive officers:


2016 Long-Term Equity Incentive Awards


		Aggregate Economic Value ($)(1)			Stock Options(2)			Restricted Stock Units(2)			Restricted Stock Awards(2)
Dr. Frank Laukien			2,043,898			154,284			48,445			—
Mr. Mattacchione(2)			621,584			34,486			—			13,105
Mr. Srega			550,093			39,468			12,393			—
Dr. Munch			820,140			58,843			18,477			—
Dr. Lenggenhager			250,074			17,942			5,634			—

---

(1)

Economic Value reflects the combined grant date fair value of 42,311 shares ofoption, restricted stock and options to purchase 57,657 shares of common stock to Dr. Laukien valued at approximately $1,471,741 on the date theRSU awards, were granted; awards of 25,895 shares ofcomputed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.



(2)

Option and restricted stock and options to purchase 49,400 shares of common stockawards to Mr. Wagner valued at approximately $1,071,005 onMattacchione were granted pursuant to the dateCompany's 2010 Incentive Compensation Plan and in connection with his promotion to Chief Financial Officer. All other 2016 awards to named executive officers were granted pursuant to the awards were granted; awards of 16,925 shares of restricted stock and options to purchase 32,288 shares of common stock to Dr. Munch valued at approximately $700,011 on the date the awards were granted; awards of 13,298 shares of restricted stock and options to purchase 25,369 shares of common stock to Mr. Srega valued at approximately $550,003 on the date the awards were granted; and awards


Company's 2016 Incentive Compensation Plan.

of 13,700 shares of restricted stock and options to purchase 11,227 shares of common stock to Mr. Bachmann valued at approximately $405,017 on the date the awards were granted.

        The Company uses a mixcombination of stock options, and restricted stock or RSU awards to balance the increased performance orientation of stock options to enhance our pay-for-performance culture and the retentive qualities of restricted stock.stock and RSUs. The Compensation Committee believes this mix to be reasonable in light of market practices, and the overall level of pay for our executives.executives and the long-term orientation of the equity award vehicles, given that they vest over a period of four years. 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.stock or RSUs. In 2014, Dr. Laukien's awards consisted of 42% stock options and 58% restricted stock because2016, 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 all other executive officersour NEOs consisted of 50% stock options and 50% restricted stock.

Executive Benefits

        In 2014,2016, 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 in the U.S., 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.



•

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 components funded during the term of his employment by contributions made by Bruker Daltonik GmbH. Contributions made to Mr. Srega's personal pension scheme in 20142016 are reported in the "All Other Compensation" column of the Summary Compensation Table included in this proxy statement under the heading "Summary of Executive Compensation." Additional information regarding Mr. Srega's personal pension scheme is included in this proxy statement under the heading "Pension Benefits."



•

Mr. Bachmann,Dr. Lenggenhager, who iswas based in Switzerland, iswas provided with a car allowance and the same pension scheme and formulaic contribution as all other employees located in Switzerland.




Additional information regarding Mr. Bachmann'sDr. Lenggenhager's pension benefits is included in this proxy statement under the heading "Pension Benefits."

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 $255,000 as of December 31, 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 initially set at 280,000 euros, or approximately $371,896, for 2013, subject to annual review and (ii) a cash incentive bonus plan with an initial 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 is entitled to receive an annual equity award with a value of $550,000 pursuant to the Company's 2010 Incentive Compensation Plan.incentive compensation plans. 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, the Company assumed a personal pension scheme for Mr. Srega's 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 $170,380$159,975 as of December 31, 2014,2016, in the event there is a change in the voting control of the Company and his employment is terminated, voluntarily or involuntarily, within six6 months after such change of control.

        On December 3, 2013, Bruker Corporation and Bruker BioSpin AG, a wholly-owned subsidiary Swiss subsidiary of Bruker Corporation,April 8, 2015, the Company entered into a letter agreement with Mr. BachmannDr. Lenggenhager which sets forth certain terms of Mr. Bachmann'sDr. Lenggenhager's former employment as President of the Bruker BioSpin Group. Under the terms of the letter agreement, Mr. Bachmann'sDr. Lenggenhager's target cash compensation includesincluded the following elements: (i) an annual base salary initially set at 360,000370,000 Swiss Francs, or approximately $393,984,$366,300, for 2014,2015, subject to annual review and (ii) a cash incentive bonus plan with target of 50%35% of base salary. Mr. BachmannDr. Lenggenhager was also entitled, within one month of commencement of employment, to an initial equity grant valued at 250,000 Swiss Francs consisting of 14,000 shares of50% restricted stock and 50% options to purchase 11,400 shares of common stock upon commencement of employment.stock. The letter agreement also provides that, beginning in 2014, Mr. Bachmann is2016, Dr. Lenggenhager was entitled to receive an annual equity award with a value equal to 100% of annual base salary250,000 Swiss Francs, or approximately $254,300, pursuant to the Company's 2010 Incentive Compensation Plan.incentive compensation plans. During the term of his employment, Mr. Bachmann will beDr. Lenggenhager was 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 participateDr. Lenggenhager participated in the Bruker BioSpin AGCompany's Swiss pension fund scheme, which provides insurance protection (life and other local benefit plans generally available to Swiss employees.disability) and pension coverage. The letter agreement contains customary one-year non-competition and two-year non-solicitation provisions and may be terminatedwas subject to termination by either party upon six month's written notice. In January 2015, Mr. BachmannDecember 2016, Dr. Lenggenhager submitted notice of termination to the Company, and his resignation became effective July 2015.February 24, 2017.

        Under the terms of the awards of options and restricted stock units granted under the 2016 Incentive Compensation Plan, and 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 companyCompany 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 anythe three other of its four most highly compensated executive officers.officers (excluding the Chief Financial Officer). Compensation which qualifies as "performance-based" may 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 otherdiscretionary 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. Our 2016 Incentive Compensation Plan is intended to permit, but not require, the Compensation Committee to award compensation which is "performance-based" and thus qualifies for exemption from the limitations of Section 162(m). Bonus payouts to our executive officers under 2016 ICPs are intended to qualify as "performance-based," and therefore exempt from such limitations on deductibility.

        The Compensation Committee and management consider the accounting and tax effects of various compensation elements when designing our annual incentive and equity compensation plans and making other compensation decisions. Although we have undertaken to qualify certain components of our incentive compensation to executive officers for the performance exception to non-deductibility, these considerations are secondary to meeting the overall objectives of the executive compensation program. The Compensation Committee will continue to monitor the compensation levels potentially payable under our compensation programs, but intends to retain the flexibility necessary to provide total compensation in line with competitive practice and our compensation philosophy. Under certain circumstances,philosophy, even if such as the payment of cash bonus awards and 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.BEST. 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, 2014, 470,0002016, 465,000 incentive stock options and non-qualified stock options had been awarded and were outstanding, with vesting periods of three to five years.outstanding. No awards have been granted under the BEST Plan since July 2010. 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.

		Richard D. Kniss, Chairman Wolf-Dieter Emmerich Stephen W. Fesik Hermann Requardt


COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION


        Mr. Kniss and Drs. EmmerichFesik and FesikRequardt currently serve as members of the Compensation Committee. Former director Wolf-Dieter Emmerich served on the Compensation Committee until the expiration of his term of service in May 2016. Mr. Kniss and Drs. Emmerich, Fesik and FesikRequardt were not officers or employees of the Company or any of its subsidiaries during fiscal year 2014.2016. 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 compensatednamed executive officers in fiscal 2014 (our "named executive officers") for the years ended December 31, 2014, 20132016, 2015 and 2012.2014.


Summary Compensation Table


Name and Principal Position		Year			Salary			Bonus			Stock Awards(1)			Option Awards(2)			Non-Equity Incentive Plan Awards			Change in Pension Value and Non-Qualified Deferred Compensation Earnings			All Other Compensation			Total
Frank H. Laukien, Ph.D.			2014		$	598,654			—		$	874,991		$	596,750		$	602,319			—		$	7,800	(3)	$	2,680,514
Chairman,			2013		$	547,562			—		$	687,492		$	658,859		$	316,750			—		$	6,117		$	2,216,780
President			2012		$	444,129			—		$	1,206,000			—		$	202,973			—		$	7,500		$	1,860,602
and Chief Executive Officer
Charles F. Wagner, Jr.			2014		$	509,488			—		$	535,509		$	535,496		$	425,416			—		$	7,800	(3)	$	2,013,709
Executive Vice			2013		$	490,631			—		$	515,549		$	515,546		$	245,000			—		$	7,500		$	1,774,226
President and			2012		$	275,865	(4)		—		$	999,998		$	87,270	(5)	$	200,000			—		$	1,005		$	1,564,138
Chief
Financial Officer
Juergen Srega			2014		$	372,260		$	344,943		$	275,003		$	275,000		$	81,712			—		$	105,076	(7)	$	1,453,994
President,			2013		$	371,896		$	132,820		$	399,998		$	893,700		$	112,747			—		$	142,438		$	2,069,242
Bruker
CALID Group(6)
Mark R. Munch, Ph.D.			2014		$	399,462			—		$	350,009		$	350,002		$	78,842			—		$	16,200	(9)	$	1,194,515
President,			2013		$	380,000		$	50,000	(8)	$	344,600		$	665,005		$	50,730			—		$	16,400		$	1,506,735
Bruker Nano			2012		$	345,370			—			—			—		$	169,075					$	15,900		$	530,345
Group
Thomas W. Bachmann(10)			2014		$	393,984			—		$	283,316		$	121,702		$	90,193		$	42,787		$	13,780	(11)	$	945,762
President, Bruker
BioSpin Group

Name and Principal Position		Year			Salary ($)			Bonus ($)			Stock Awards(1) ($)			Option Awards(2) ($)			Non-Equity Incentive Plan Awards ($)			Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)			All Other Compensation ($)			Total ($)
Frank H. Laukien, Ph.D.			2016			652,477			—			1,074,995			968,904			737,895			—			7,950	(3)		3,442,221
Chairman, President			2015			636,250			—			1,292,660			248,634			1,750,000			—			7,950			3,935,494
and Chief Executive			2014			598,654			—			874,991			596,750			602,319			—			7,800			2,680,514
Officer
Anthony L. Mattacchione			2016			400,744			150,000	(5)		325,004			296,580			214,472			—			7,950	(3)		1,394,750
Senior Vice President			2015			322,520			—			—			244,999			328,241			—			4,971			900,731
and Chief Financial			2014			273,980			—			—			187,460			122,087			—			3,513			587,040
Officer(4)
Juergen Srega			2016			351,121			—			275,001			275,092			84,262			—			88,587	(7)		1,074,063
President, Bruker			2015			310,632			—			275,003			274,999			251,383			—			87,681			1,199,698
CALID Group(6)			2014			372,260			344,943			275,003			275,000			81,712			—			105,076			1,453,994
Mark R. Munch, Ph.D.			2016			504,474			—			410,005			410,136			194,652			—			15,650	(8)		1,534,917
Executive Vice			2015			471,846			45,000			385,004			384,997			167,983			—			17,050			1,471,880
President and President,			2014			399,462			—			350,009			350,002			78,842			—			16,200			1,194,515
Bruker Nano Group
René Lenggenhager, Ph.D			2016			375,706			—			125,018			125,056			142,617			315,371			59,851	(10)		1,143,619
Former President,
Bruker BioSpin Group(9)

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(1)

The amounts in this column reflect the grant date fair value of restricted stock awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculations of these amounts may be found in Note 2 to our 20142016 audited financial statements included in the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2015.March 1, 2017. The actual amount realized by the named executive officer will likely vary based on a number of factors, including our performance, stock price fluctuations and applicable vesting.



(2)

The amounts in this column reflect the grant date fair value of stock option awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculations of these amounts may be found in Note 2 to our 20142016 audited financial statements included in the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2015.March 1, 2017. The actual amount realized by the named executive officer will likely vary based on a number of factors, including our performance, stock price fluctuations and applicable vesting.



(3)

Amount represents a matching contribution made by the Company to a 401(k) plan for the benefit of the named executive officer.



(4)

Mr. Wagner joined the Company asMattacchione was appointed Chief Financial Officer in July 2012. Prior to assuming his current position, Mr. Wagner servedeffective February 18, 2016, after serving as a director of the Company and of BEST. Amount reported includes 2012 salary and payments totaling $32,000 for service on the Company's board of directors and $15,500 for service on the BEST board of directors.Interim Chief Financial Officer since May 20, 2015.






(5)

Amount reported represents a discretionary award approved by the grant date fair value of options granted toCompensation Committee in connection with Mr. WagnerMattacchione's service as a director of the Company and as a director of BEST.Interim Chief Financial Officer.



(6)

Mr. Srega joined the Company as President, Bruker CALID Group, during fiscal 2013. Accordingly, compensation data is presented only for 2013 and 2014. The amounts reflected for 20142016 compensation, other than amounts reported under the headings "Bonus," "Stock Awards," "Option Awards" and "Non-Equity Incentive Plan Awards," are based on actual payments in euros converted to U.S. dollars at a conversion rate of €1.00 = $1.3295€1.0 =$1.1068, which represents the 20142016 average midpoint rate as published on www.oanda.com. The amounts reflected under the headings"Bonus" andheading "Non-Equity Incentive Plan Awards" are converted from euros to U.S. dollars at a conversion rate equal to the midpoint rate as published on www.oanda.com on the respective date of approval by the Compensation Committee. The amount reported under the heading"Bonus" in 2014 represents a discretionary award approved by the Compensation Committee for the special CAM divestiture bonus program and in 2013 represents a signing bonus paid to Mr. Srega in connection with commencing employment with the Company.



(7)

Amounts reported in 20142016 include contributions in the amount of $88,412$73,602 made by Bruker Daltonik GmbH to the personal pension scheme established for Mr. Srega and an automobile lease payments.allowance of $14,985.



(8)

Amount reported represents a discretionary award approved by the Compensation Committee for 2013 performance.



(9)

Amounts reported include matching contributions made by the Company to a 401(k) plan for the benefit of Dr. Munch and an automobile allowance.





(10)(9)

Mr. BachmannDr. Lenggenhager was not a named executive officer of the Company prior to 2014.2016. Accordingly, compensation data is presented only for 2014.2016. The amounts reflected for 2016 compensation other than amounts reported under the headings "Stock Awards," "Option Awards" and "Non-Equity Incentive Plan Awards," are based on actual payments in Swiss Francs (CHF) converted to U.S. dollars at a conversion rate of CHF 1.00 = $1.0944,1.0 =$1.0154, which represents the 20142016 average midpoint rate as published on www.oanda.com. The amountamounts reflected under the heading "Non-Equity Incentive Plan Awards" isare converted from Swiss Francs to U.S. dollars at a conversion rate of CHF 1.00 = $1.0718, which representsequal to the midpoint rate as published on www.oanda.com on the date of approval by the Compensation Committee. The amount reflected under the heading"Change in Pension Value and Non-Qualified Deferred Compensation Earnings" represents the actuarial increase during 20142016 of the accumulated pension benefit provided Mr. BachmannDr. Lenggenhager under the pension plan for Swiss employees, or the Swiss Pension Plan, reduced by the aggregate amount of Company contributions and Mr. Bachmann'sDr. Lenggenhager's contributions, converted to U.S. dollars at the average midpoint conversion rate of CHF 1.0 =$1.01060.9813 as of December 31, 2014.2016. Company contributions to the Swiss Pension Plan are reported under the heading "All Other Compensation."



(11)(10)

Amounts reported include contributions made by Bruker BioSpin AG to the Swiss Pension Plan for Mr. Bachmann.Dr. Lenggenhager. All Swiss employees are eligible to participate in this plan on the same general terms and conditions. Bruker BioSpin AG does not provide any additional supplemental executive pension contributions.


20142016 Grants of Plan-Based Awards


        The following table sets forth certain information with respect to individual grants of plan-based awards to theour named executive officers during the fiscal year ended December 31, 2014.2016.

					Estimated Future Payouts Under Non-Equity Incentive Plan Awards									All Other Stock Awards: Number of Shares of Stock or Units (#)			All Other Option Awards: Number of Securities Underlying Options (#)						Grant Date Fair Value of Stock and Option Awards ($)(2)							Estimated Future Payouts Under Non-Equity Incentive Plan Awards									All Other Stock Awards: Number of Shares of Stock or Units (#)			All Other Option Awards: Number of Securities Underlying Options (#)						Grant Date Fair Value of Stock and Option Awards ($)(2)
																				Exercise or Base Price of Option Awards ($/SH)(2)																									Exercise or Base Price of Option Awards ($)(2)
Name		Grant Date			Threshold ($)(1)			Target ($)(1)			Maximum ($)(1)														Grant Date Fair Value of Stock and Option Awards ($)(2)		Grant Date			Threshold ($)(1)			Target ($)(1)			Maximum ($)(1)														Grant Date Fair Value of Stock and Option Awards ($)(2)
Frank H. Laukien						0			800,000			1,600,000																			0			952,000			1,904,000
			8/08/2014												42,311			57,657	(3)		22.748			1,471,741				10/04/2016												48,445			154,284	(3)		24.409			2,043,898
Charles F. Wagner, Jr.						0			510,000			1,020,000
Anthony L. Mattacchione																															0			259,150			518,300
			8/08/2014												25,895			49,400			20.68			1,071,005				2/18/2016												13,105			34,486			24.80			621,584
Juergen Srega						0			204,743			409,362																			0			193,118			386,236
			8/08/2014												13,298			25,369			20.68			550,003				10/04/2016												12,393			39,468			22.19			550,093
Mark R. Munch						0			240,000			480,000																			0			302,800			605,600
			8/08/2014												16,925			32,288			20.68			700,011				10/04/2016												18,477			58,843			22.19			820,140
Thomas W. Bachmann						0			196,992			393,876
René Lenggenhager																															0			132,002			264,004
			8/08/2014												13,700			11,227			20.68			405,017				10/04/2016												5,634			17,942			22.19			250,074

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(1)

Represents estimated possible payouts on the grant date for annual cash incentive bonus awards granted for 20142016 performance under the 20142016 cash incentive bonus plans of our named executive officers. The amounts reflected for Mr. Srega, which were based in local currency, are converted from euros to U.S. dollars at a conversion rate of €1.00 = $1.3295,€1.0 =$1.1068, which represents the 20142016 average midpoint rate as published on www.oanda.com.rate. The amounts reflected for Mr. Bachmann,Dr. Lenggenhager, which were based in local currency, are converted from Swiss Francs (CHF) to U.S.




dollars at a conversion rate of CHF 1.001.0 = $1.0944,$1.0154, which represents the 20142016 average midpoint rate as published on www.oanda.com.

rate.



(2)

Represents the grant date fair value of RSU and stock option awards granted under the Company's 2016 Incentive Compensation Plan or, with respect to awards granted to Mr. Mattacchione, restricted stock and stock option awards granted under the Company's 2010 Incentive Compensation Plan, in each case, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculations of these amounts may be found in Note 2 to our 20142016 audited financial statements included in the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2015.March 1, 2017. Unless otherwise noted: (i) option awards vest in equal annual installments on the first, second, third and fourth anniversaries of the grant date, are exercisable upon vesting at a price equal to the closing price of our common stock on the date of the grant and expire on the ten year anniversary of the grant date; and (ii) restricted stock and RSU awards vest in equal annual installments on the first, second, third and fourth anniversaries of the grant date.



(3)

Options granted to Dr. Laukien vest in equal annual installments on the first, second, third and fourth anniversaries of the grant date, are exercisable upon vesting at a price equal to 110% of the closing price of our common stock on the date of the grant and expire on the five year anniversary of the grant date.





Outstanding Equity Awards at December 31, 20142016


        The following table provides information concerning outstanding equity incentiveequity-based plan awards, including unexercised options and stock that has not vested, for each of our named executive officers as of the end of our most recently completed fiscal year.

		Option Awards														Stock Awards									Option Awards															Stock Awards
Name		Option Grant Date			Number of Securities Underlying Unexercised Options Exercisable			Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price			Option Expiration Date			Stock Award Grant Date			Number of Shares of Stock That Have Not Vested		Market Value of Shares of Stock That Have Not Vested(1)				Option Grant Date			Number of Securities Underlying Unexercised Options Exercisable (#)			Number of Securities Underlying Unexercised Options Unexercisable (#)			Option Exercise Price ($)			Option Expiration Date			Stock Award Grant Date			Number of Shares of Stock That Have Not Vested (#)			Market Value of Shares of Stock That Have Not Vested ($)(1)
Frank H. Laukien(2)			9/09/2011			11,250		3,750(3)		$	13.805			09/09/2016			8/13/2012		60,000(4)		$	1,177,200				8/30/2013			46,705			15,569(4	)		22.04			8/30/2018			8/13/2012			20,000(3	)		423,600
			8/30/2013			15,569		46,705(5)		$	22.04			08/30/2018			8/30/2013		25,729(4)		$	504,803				8/08/2014			28,828			28,829(5	)		22.748			8/08/2019			8/30/2013			8,575(3	)		181,619
			8/08/2014			—		57,657(6)		$	22.748			8/08/2019			8/08/2014		42,311(7)		$	830,142				8/07/2015			8,693			26,081(7	)		21.80			8/07/2020			8/08/2014			21,155(6	)		448,063
Charles F. Wagner, Jr.			8/10/2010			3,000		—		$	13.52			08/10/2020			8/02/2012		44,014(8)		$	863,555
			1/05/2011			6,000		—		$	16.09			01/05/2021			8/30/2013		19,294(4)		$	378,548				10/04/2016			—			154,284(9	)		24.409			10/04/2021			8/07/2015			48,915(8	)		1,036,020
																																									10/04/2016			48,445	(10)		1,026,065
Anthony L. Mattacchione																										2/25/2013			30,000			10,000(4	)		17.41			2/25/2023			2/18/2016			13,105	(11)		277,564
			1/05/2012			3,960		2,040(3)		$	12.77			01/05/2022			8/08/2014		25,895(7)		$	508,060				8/30/2013			5,605			1,868(4	)		20.04			8/30/2023
			8/13/2012			3,300		1,700(3)		$	12.06			08/13/2022												8/08/2014			8,648			8,645(5	)		20.68			8/08/2024
			8/30/2013			11,675		35,023(5)		$	20.04			08/30/2023												8/07/2015			7,893			23,679(7	)		19.82			8/07/2025
			8/08/2014			—		49,400(6)		$	20.68			8/08/2024												2/18/2016			—			34,486(9	)		24.80			2/18/2026
Mark R. Munch			11/01/2010			60,000		15,000(3)		$	14.80			11/01/2020			5/07/2013		16,000(7)		$	313,920				8/30/2013			45,177			15,059(4	)		20.04			8/30/2023			5/07/2013			8,000(6	)		169,440
			8/30/2013			15,059		45,177(5)		$	20.04			08/30/2023			8/08/2014		16,925(7)		$	332,069				8/08/2014			16,144			16,144(5	)		20.68			8/08/2024			8/08/2014			8,461(6	)		179,204
			8/08/2014			—		32,288(6)		$	20.68			8/08/2024												8/07/2015			12,403			37,210(7	)		19.82			8/07/2025			8/07/2015			14,569(8	)		308,571
																										10/04/2016			—			58,843(9	)		22.19			10/04/2026			10/04/2016			18,477(10	)		391,343
Juergen Srega			4/03/2013			18,000		72,000(6)		$	18.57			04/03/2023			4/03/2013		17,232(7)		$	338,092				4/03/2013			54,000			36,000(5	)		18.57			4/03/2023			4/03/2013			8,616(6	)		182,487
			8/08/2014			—		25,369(6)		$	20.68			8/08/2024			8/08/2014		13,298(7)		$	260,907				8/08/2014			12,686			12,683(5	)		20.68			8/08/2024			8/08/2014			6,648(6	)		140,805
Thomas W. Bachmann			8/19/2013			2,850		8,550(5)		$	19.56			8/19/2023			8/19/2013		11,200(7)		$	219,744
			8/08/2014			—		11,227(6)		$	20.68			8/08/2024			8/08/2014		13,700(7)		$	268,794				8/07/2015			8,859			26,579(7	)		19.82			8/07/2025			8/07/2015			10,407(8	)		220,420
																										10/04/2016			—			39,468(9	)		22.19			10/04/2026			10/04/2016			12,393(10	)		262,484
René Lenggenhager																										12/01/2015			3,539			10,620(7	)		22.46			12/01/2025			12/01/2015			4,053(8	)		85,843
																										10/04/2016			—			17,942(9	)		22.19			10/04/2026			10/04/2016			5,634(10	)		119,328

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(1)

The amounts in this column were calculated by multiplying $19.62,$21.18, the closing price of our common stock on the NasdaqNASDAQ Global Select Market as of December 31, 2014,30, 2016, the last trading day of 2016, by the number of unvested shares.



(2)

In addition to the awards reported for equity securities of Bruker Corporation, Dr. Laukien held options to purchase 10,000 shares of BEST, which options were fully vested as of December 31, 2014.BEST. The BEST options have an exercise price of $3.50 per share, are fully vested and expire October 1, 2019.



(3)

The options become exercisable in 2015unvested shares of restricted stock vest on the anniversary of the grant date.date in 2017.



(4)

The options become exercisable on the anniversary of the grant date in 2017.



(5)

The options become exercisable in equal annual installments on the anniversary of the grant date in 2017 and 2018.



(6)

The unvested shares of restricted stock vest in equal annual installments on the anniversary of the grant date in 2015, 20162017 and 2017.2018.



(5)(7)

The options become exercisable in equal annual installments on the anniversary of the grant date in 2015, 20162017, 2018 and 2017.



(6)

The options become exercisable in equal annual installments on the anniversary of the grant date in 2015, 2016, 2017 and 2018.



(7)

The unvested shares of restricted stock vest in equal annual installments on the anniversary of the grant date in 2015, 2016, 2017 and 2018.2019.



(8)

The unvested shares of restricted stock vest in equal annual installments on the anniversary of the grant date in 20152017, 2018 and 2016.2019.



(8)

The unvested shares of restricted stock vest in equal annual installments on the anniversary of the grant date in 2017, 2018 and 2019.



(9)

The options become exercisable in equal annual installments on the anniversary of the grant date in 2017, 2018, 2019 and 2020.



(10)

The unvested restricted stock units vest in equal annual installments on the anniversary of the grant date in 2017, 2018, 2019 and 2020.



(11)

The unvested shares of restricted stock vest in equal annual installments on the anniversary of the grant date in 2017, 2018, 2019 and 2020.





20142016 Option Exercises and Stock Vested


        The following table provides information regarding the number of shares acquired by our named executive officers upon the exercise of options or vesting of restricted stock awards and the value realized at that time before payment of any applicable withholding taxes and brokerage commission. None of our named executive officers exercised options during 2014.

		Stock Awards							Option Awards						Stock Awards
Name		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(1)				Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)(1)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(2)
Frank H. Laukien			28,577			573,770				3,750			31,219			55,460			1,232,559
Charles F. Wagner, Jr.			28,439			627,671
Anthony L. Mattacchione										—			—			—			—
Juergen Srega			4,308			100,075				—			—			11,101			276,381
Mark R. Munch			4,000			82,400				75,000			967,184			13,088			310,037
Thomas W. Bachmann			2,800			57,120
René Lenggenhager										—			—			1,350			30,389

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(1)

Represents the difference between the exercise price of the options exercised and the closing price of Bruker Corporation common stock as of the date of exercise. As of December 31, 2016, Dr. Laukien continued to hold all of the shares reported as acquired upon exercise in 2016.



(2)

Represents the aggregate value of shares vested in 20142016 based on the closing price of Bruker Corporation common stock as of the date of vesting or, if the NASDAQ Global Select Market was closed on such date, the next trading date thereafter. As of December 31, 2014,2016, our named executive officers continued to hold all of the shares reported as acquired upon vesting in 2014,2016, except that 13,538as follows: 6,913 of the shares reported as acquired by Mr. Wagner,Dr. Munch, with an aggregate value of $298,794,$164,052, were withheld to satisfy tax withholding obligations upon vesting; and 13,446 of the shares reported as acquired by Dr. Laukien, with an aggregate value of $300,021, were withheld to satisfy tax withholding obligations upon vesting.


Pension Benefits


        Retirement Plan for Mr. Srega.    A personal pension scheme established for Mr. Srega's benefit, which was in part carried forward from his former employer, is funded by contributions made by Bruker Daltonik GmbH and voluntary contributions by Mr. Srega, if any, during the term of his employment. The personal pension scheme has three components: a contribution-based plan of Bruker Daltonik GmbH (the "Bruker Daltonik Plan"); a pension fund guarantee (the "Guarantee Plan"); and a cash value life insurance policy (the "Life Insurance Policy"). The Bruker Daltonik Plan provides for monthly Company contributions in the amount of €5,500 (approximately $80,223$5,786 per month or $71,988 per year) and a lifetime monthly retirement benefit based on the value of accumulated capital beginning at age 67 or a lump-sum payment. In the event of termination of employment or death prior to age 67, the Bruker Daltonik Plan provides for a reduced benefit to be determined based on the cash assets of the plan at such time. Mr. Srega may also elect to receive a reduced benefit beginning at age 62 in the event of early retirement. The Guarantee Plan provides an inflation hedge and an additional monthly retirement benefit, commencing December 1, 2019, with an annually increasing benefit based on Guarantee Plan earnings or, at Mr. Srega's election, a lump-sum payment. The Guarantee Plan is funded by annual Company contributions during the term of employment in amounts which increase annually by the same percentage as the upper earnings limit established under German law for pension insurance contributions. In the event of death prior to December 1, 2019, the Guarantee Plan provides for a lump-sum payment in an amount to be determined based on the plan assets at such time. In the event of death on or after December 1, 2019, benefits will terminate effective November 30, 2024. If Mr. Srega's employment terminates prior to the eligible retirement age, Mr. Srega may elect to continue funding through personal contributions or the Guarantee Plan may be transferred to a subsequent employer. Under the Life Insurance Policy, which matures on November 1,




2019, Mr. Srega is entitled to receive at the earlier of death or maturity a payment in the amount €53,028 (approximately $64,455)$55,785), adjusted for increases in the value of accumulated surplus and reserves, if any. In the event Mr. Srega's employment terminates prior to the maturity date, other than by reason of




death, the Life Insurance Policy and continued funding obligations are to be transferred to Mr. Srega. Amounts payable in euros are converted to U.S. dollars at the average midpoint conversion rate of €1.0=$1.21551.0520 as of December 31, 2014.2016. Mr. Srega may also make voluntary contributions to the personal pension scheme during the term of his employment.

        Swiss Pension Plan.    As an employee of our BioSpin AG subsidiary in Switzerland, Mr. Bachmann isDr. Lenggenhager was eligible to participate in a defined benefit plan available to all employees of our subsidiaries in Switzerland, which we refer to as the Swiss Pension Plan. Mr. Bachmann participatesDr. Lenggenhager participated in the plan on the same terms and conditions as all other Swiss employees and doesdid not receive any additional supplemental executive pension contributions. The Swiss Pension Plan is a cash balance based pension arrangement, under which we contribute an annual amount based on a percentage of salary and bonus and the participant's age. Employees may also make contributions based on a percentage of salary and bonus and age. Additionally, participants are allocated annual savings and interest credits based on age and account value, respectively. Payments to participants are based on accumulated capital in the participant's plan account and may be taken as a lump sum or annuity at normal retirement, beginning at age 65. Participants may also elect to receive a reduced benefit beginning at age 58 in the event of early retirement. In the event of premature death and disability, the Swiss Pension Plan also provides for payments in the form of an annuity based on a percentage of the participant's salary or as a lump-sum based on accumulated plan account assets.

        Information about our contributions to the personal pension scheme of Mr. Srega and the Swiss Pension Plan in which Mr. Bachmann isDr. Lenggenhager was a participant is provided in the Summary Compensation Table above under the column entitled "All Other Compensation" and the related footnotes.


20142016 Pension Benefits Table


        The following table provides information about the estimated present value of accumulated benefits provided for Mr. BachmannDr. Lenggenhager under the Swiss Pension Plan. The amount reported as the present value of accumulated benefit represents the U.S. dollar equivalent of the present value of the accumulated pension benefitbenefits provided for Dr. Lenggenhager in Swiss Francs, based on the average midpoint conversion rate of CHF 1.0 =$1.01061.0=$0.9813 as of December 31, 2014.2016.

Name		Plan Name		Number of Years of Credited Service(#)			Present Value of Accumulated Benefit ($)				Plan Name		Number of Years of Credited Service (#)			Present Value of Accumulated Benefit ($)
Thomas W. Bachmann(1)		Swiss Pension Plan			1.33		$	89,461
René Lenggenhager(1)											Swiss Pension Plan			1.17			4,172,584

---

(1)

The number of years of credited service is equal to Mr. Bachmann'sDr. Lenggenhager length of service with the Company. The

        During 2016, Dr. Lenggenhager made contributions to the Swiss Pension Plan of $53,307, which amount reported as the present value of accumulated benefits represents the U.S. dollar equivalent of the present value of the accumulated pension benefit in Swiss Francs, based on the average midpoint conversion rate of CHF 1.0 =$1.0106 as of December 31, 2014. The reported amount includes 2014 contributions made by Mr. Bachmann of $23,902, which amounts areis included in the "Salary" column inof the Summary Compensation Table.

        The calculation During 2016, Dr. Lenggenhager did not make any additional voluntary contribution to the Swiss Pension Plan nor did he receive any benefits. Company contributions in 2016 for the benefit of Dr. Lenggenhager totaled $59,851. For the twelve month period ended December 31, 2016, the effect of changes in actuarial assumptions and the measurement date on the present value inof the table aboveaccumulated benefit obligation was $315,371. The present value of accumulated benefit is generally consistent withcalculated using the methodology and assumptions outlined in our audited financial statements, except that benefits are reflected without considerationunder Accounting Standards Codification Topic 715:Compensation—Retirement Benefits for the fiscal year-end measurement (as of compensation increases or pre-retirement mortality. Specifically,December 31, 2016). The present value amounts were determinedis based on a discount




rate of 1.10% and0.6%, an expected return on plan assets of 2.90%. Further information on our accounting for pension plans may be found in Note 13 to our 2014 audited financial statements included in1.50%, an expected rate of compensation increase of 1.00% and the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2015. No payments were made to Mr. Bachmann under




the Swiss Pension Plan during 2014. Further information on the Swiss Pension Plan is included above under the heading"Pension Benefits—Retirement Plan."BVG 2015 Generational mortality tables.


20142016 Non-Qualified Deferred Compensation Table


        The following table provides information about 20142016 activity relating to the personal pension scheme established for Mr. Srega. All amounts reported are as of December 31, 20142016 and are converted from euros to U.S. dollars at the 20142016 average midpoint conversion rate of €1.0 =$1.3295.€1.0=$1.1068.

Name		Executive Contributions in Last Fiscal Year ($)			Registrant Contributions in Last Fiscal Year ($)(1)			Aggregate Earnings in Last Fiscal Year ($)(2)			Aggregate Balance at Last Fiscal Year-End ($)(3)				Executive Contributions in Last Fiscal Year ($)			Registrant Contributions in Last Fiscal Year ($)(1)			Aggregate Earnings in Last Fiscal Year ($)(2)			Aggregate Balance at Last Fiscal Year-End ($)(3)
Juergen Srega			0			88,412			(8,259	)		320,794				4,478			73,602			4,425			404,805

---

(1)

The reported amount is included in the "All Other Compensation" column in the Summary Compensation Table.



(2)

The reported amount includes earnings attributable to plan assets amounts contributed by Mr. Srega and Mr. Srega's former employer, which amounts were carried forward into the personal pension scheme following commencement of Mr. Srega's employment in 2013. The reported amount also reflects the impact of changes in exchange rates and currency translation from euros to U.S. dollars. Aggregate earnings in local currency were 3,998 euros, or approximately $4,435 on a constant currency basis.



(3)

The reported amount includes $5,977$4,478 and $4,488 reported as 20132016 and 2015 compensation, respectively, in the "Salary" column in the Summary Compensation Table, which was contributed by Mr. Srega from fiscal year 2013 compensation.his compensation in those years. Also included in the reported amount is the value of contributions to and earnings on amounts contributed by Mr. Srega and Mr. Srega's former employer prior to his employment with the Company, which amounts were carried forward into the personal pension scheme following commencement of Mr. Srega's employment in 2013.

        There were no withdrawals or distributions from Mr. Srega's personal pension scheme during 2014.2016. Further information on the personal pension scheme established for Mr. Srega is included above under the heading"Pension Benefits—Retirement Plan."


Potential Payments upon Termination or Change-in-Control


        The following information describes and quantifies certain compensation and benefits that would have been payable under existing agreements, plans, and arrangements if the named executive officer's employment had terminated on December 31, 2014,2016, given his compensation and service levels as of that date. These benefits are in addition to the benefits to which the named executive officer was already entitled or in which he was vested as of such date, as well as certain benefits that are generally available to salaried employees. Due to the number of factors that affect the nature and amount of the compensation and benefits potentially payable upon the events described below, any amounts actually paid or distributed may be different than those shown in the table. Factors that could affect these amounts include the nature of or basis for such termination, the timing during the year of any such event, whether and when a named executive officer decides to exercise stock options and our stock price on that date and the exercise of discretion by the Board or Compensation Committee regarding the payment of compensation and benefits.

        Severance Benefits.    The cash severance benefits contained in the employment agreementsagreement for Messrs. Wagner andMr. Srega, and the amounts each of those named executive officershe would be paid in connection with (a) a termination of the executive officer's employment within six months of a change in voting control of the Company or (b) in the case of Mr. Wagner only, termination without cause, if such termination had occurred on December 31, 2014 are described in the Compensation and Discussion & Analysis section of this proxy statement under the heading "Employment Agreements,




Termination of Employment and Change in Control Arrangements." Other than as contained in those agreements,such agreement, we do not have arrangements with any of our other executive officers, including Dr. Laukien, Mr. Mattacchione, Dr. Munch and Mr. Bachmann,Dr. Lenggenhager, which provide cash severance benefits in the event of termination of employment or a change in control of the Company.

        Equity Awards.    The unvested equity awards held by each of the named executive officers as of December 31, 20142016 are described above in the 20142016 Outstanding Equity Awards table. We made eachEach of thosethe stock option and restricted stock awards granted prior to May 20, 2016 were granted pursuant to our 2010 Incentive Compensation Plan, or 2010 Plan. Each of the stock option and restricted stock unit awards granted on or after May 20, 2016 were granted pursuant to our 2016 Plan. In accordance with that planthe terms of the 2010 Plan and the 2016 Plan and our related award agreements, except as noted below, no accelerated vesting of stock options or restricted stock awards would have occurred as of December 31, 20142016 in the event of a voluntary termination by a named executive officer or an involuntary termination by us, whether with or without cause. Generally, upon termination of employment, (a) any unvested restricted stock is forfeited and (b) the participant has a period of 90 days from termination to exercise any vested option awards (or, if earlier, until the option expiration date). However, in the event of termination for cause, including as a result of dishonesty with respect to the Company or any of its affiliates, breach of fiduciary duty, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, material failure or refusal to comply with Company's published policies generally applicable to all employees or conduct materially harmful to the business of the Company or any of its affiliates, all vested and unexercised options are forfeited immediately upon termination. Additionally, in the event of death or disability of a plan participant, including any named executive officer, (a) any unvested restricted stock will become vested and (b) all vested stock options will remain exercisable for a period of 90 days following such event (or, if earlier, until the stock option expiration date).

        The Compensation Committee has discretion to revise or amend outstanding equity awards and may, at its discretion, accelerate vesting of any unvested option or restricted stock awards, including in connection with a "Change in Control" of the Company, as defined in our 2010 Incentive Compensation Plan.Plan or 2016 Plan, as applicable. Under that plan,these plans, a "Change in Control" occurs if: (a) within one year of any merger, consolidation, sale of a substantial part of the Company's assets, or contested election, the persons who were directors of the Company immediately before such transaction cease to constitute a majority of the board of directors of the Company or its successor to the Company; (b) if, as a result of any such transaction, the Company does not survive as an entity, or its shares are changed into the shares of another corporation unless the stockholders of the Company immediately prior to the transaction own a majority of the outstanding shares of such other corporation immediately following the transaction; (c) any person or group who owned less than twenty percent of the outstanding common stock of the Company at the time of adoption of the 2010 Incentive Compensation Plan or 2016 Plan, as applicable, acquires ownership of fifty percent or more of the Company's outstanding common stock; (d) the dissolution or liquidation of the Company is approved by its stockholders; or (e) the members of the board of directors as of the date the 2010 Incentive Compensation Plan or 2016 Plan, as applicable, was adopted cease to represent at least two-thirdstwo thirds of the Board, subject to certain exceptions.

        Additionally, with respect to awards granted pursuant to the 2016 Plan, in the event of a Change in Control, if (a) an award is assumed or continued (including through conversion or substitution for a substantially similar award of the successor) and, within twenty four (24) months following the Change in Control (or such shorter period as specified in the applicable award agreement), the executive officer's employment is terminated without cause or is voluntarily terminated for good reason (a "double-trigger" provision), or (b) an award is not assumed or continued, then any then outstanding awards of stock options will vest and become fully exercisable and any outstanding unvested RSU awards that are not performance-based will be treated as vested.




The values of (i) unvested in-the-money stock options and that would have been received by each of the named executive officers in the event the Compensation Committee chose to accelerate the vesting of outstanding option awardsacceleration upon a Change in Control, assuming the Change in Control was effective December 31, 20142016 and (ii) unvested restricted stock that would have been received by each of the named executive officers in the event (a) the Compensation Committee chose to accelerate the vesting of outstanding restricted stock awardsacceleration upon a Change in Control, assuming the Change in Control was effective December 31, 20142016 or (b) of the death or disability of the respective named




executive officer are set forth in the following table. All calculations are based on a price per share equal to the NASDAQ Global Select Market closing price of $19.62$21.18 per share on December 31, 2014.30, 2016, the last trading day of 2016.

Name		Unvested In-the-Money Stock Options ($)			Unvested Restricted Stock ($)				Unvested In-the-Money Stock Options ($)			Unvested Restricted Stock ($)			Unvested Restricted Stock Units ($)
Frank H. Laukien			21,806			2,512,145				—			2,089,301			1,026,065
Charles F. Wagner, Jr.			26,826			1,750,163
Anthony L. Mattacchione										76,355			277,564			—
Juergen Srega			75,600			598,999				136,449			543,712			262,484
Mark R. Munch			72,300			645,989				75,845			657,215			391,343
Thomas W. Bachmann			513			488,538
René Lenggenhager										—			85,843			119,328

        Retirement Plans.    The retirement plans provided for Mr. Srega and Mr. BachmannDr. Lenggenhager are described under the heading "Pension Benefits" above. In the event of termination of employment as of December 31, 20142016 by reason of death, Mr. Srega's beneficiary would be entitled to receive an estimated lump-sum payment of $283,236,$384,762, which amount is payable in euros and converted to U.S. dollars based on the average midpoint conversion rate of €1.0 =$1.2155€1.0=$1.0520 as of December 31, 2014.2016.

        In the event of termination of employment as of December 31, 2014, other than for reason of death or disability, Mr. Bachmann would be entitled to receive a lump-sum payment of vested benefits in the amount of $38,207. In the event of disability as of December 31, 2014, Mr. Bachmann would be entitled to receive an annual disability pension in the amount of $65,689. In the event of death, Mr. Bachmann's beneficiary would be entitled to estimated annual survivor benefits of $39,413. Amounts reported for Mr. Bachmann, which are payable in Swiss Francs, are converted to U.S. dollars based on the average midpoint conversion rate of CHF 1.0 =$1.0106 as of December 31, 2014.


RELATED PERSONS TRANSACTIONS


Review and Approval of Transactions with Related Persons

        We have adopted a written Related Person Transactions Policy that prohibits transactions involving the Company and any related person, except in accordance with the policy. For purposes of this policy, related persons include (a) our executive officers, directors, director nominees or greater than 5% shareholders, or any of their immediate family members and (b) any firm, academic entity or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has more than a 10% beneficial ownership interest. The Related Person Transactions Policy applies to any transaction or series of transactions, other than product or service sales or purchases entered into in the ordinary course of business involving aggregate amounts of less than $50,000 annually, in which the Company is a participant and in which any related person has a direct or indirect interest.

        Our Related Person Transactions Policy provides for standing pre-approval of certain categories of transactions with related persons, including:

•

transactions involving indebtedness for ordinary business travel and expense payments and similar indebtedness transactions arising in the ordinary course of business;



•

transactions in which a related person's interest arises solely from the ownership of a class of the Company's equity securities and in which all holders receive proportional benefits;



•

transactions involving compensation to executive officers approved by the Compensation Committee; and



•

transactions involving compensation to directors for services as a director of the Company.




        Under our Related Person Transactions Policy, any related person transaction not in one of the preceding categories must be submitted to our Chief Financial Officer for review and approval. Related person transactions involving amounts of $500,000 or less, as well as all product or service sales and




purchases in the ordinary course of business, are subject solely to review and approval, ratification, amendment, termination or rescission by our Chief Financial Officer. Any transaction in excess of $500,000, other than a transaction involving product or service sales or purchases in the ordinary course of business, must be forwarded to the Audit Committee for review and approval, ratification, amendment, termination or rescission, at the discretion of the Audit Committee. In reviewing such transactions, our Chief Financial Officer or Audit Committee, as applicable, evaluates all material facts relating to the transaction and takes into account, among other factors deemed appropriate, the related person's relationship to the Company and interest in the transaction, the terms of the transaction, including its aggregate value, whether the transaction is in the best interests of the Company, the impact on a director's independence in the event the related person is a director, a family member of a director, or an entity in which a director is a partner, shareholder or executive officer and, if applicable, the availability of other sources of comparable products or services and whether the transaction is on terms comparable to the terms available to an unrelated third party. Neither the Chief Financial Officer nor any member of the Audit Committee may participate in the review of any transaction involving such person or any of his or her immediate family members.

        Our Chief Financial Officer must report to the Audit Committee any approval or other action taken with respect to a related party transaction at or prior to the next audit committee meeting following such approval or other action. Additionally, Company management must provide to the Audit Committee an annual report of any amounts paid or payable to, or received or receivable from, any related person. The Audit Committee is responsible for reviewing such reports and may make inquiries or take such actions as it deems appropriate upon consideration of all of the relevant facts and circumstances.

Transactions with Related Persons

        Under two lease agreements, Bruker BioSpin Corporation rents laboratory, manufacturing and office space from trusts controlled by certain Laukien family members, including Dr. Frank Laukien. During 2014,2016, Dr. Frank Laukien was paid $368,800$596,600 as a beneficiary of the trusts. The lease terms were equal to the estimated fair market value of the rentals.

        Our Bruker Optics subsidiary rents various office space from Dr. Dirk Laukien, a director and employee of the Company until July 10, 2012 and half-brother of Dr. Frank Laukien, under lease agreements pursuant to which Dr. Dirk Laukien was paid $490,000$1,999,300 in 2014.2016. Under two lease agreements, Bruker BioSpin Corporation rents laboratory, manufacturing and office space from trusts controlled by certain Laukien family members, including Dr. Dirk Laukien. During 2014,2016, Dr. Dirk Laukien was paid $368,800$596,600 as a beneficiary of the trusts. Dr. Dirk Laukien is also a party to a lease agreement with Bruker BioSpin AG under which Bruker BioSpin AG rents certain office space. During 2014,2016, Dr. Dirk Laukien was paid $121,894$113,300 under that agreement. Payments under the terms of each of the leases referenced above were equal to the estimated fair market value of the respective rental.

        Joerg C. Laukien, a director of the Company, is Executive Chairman of Bruker BioSpin Corporation. During 2014,2016, Joerg Laukien earned aggregate cash compensation of 225,000256,080 euros in salary, or $297,000$283,429 based on a conversion rate of €1.00 = $1.329,€1.0=$1.1068, which represents the 20142016 average midpoint rate as published on www.oanda.com and was also provided the use of an automobile valued at $12,447.rate.

        Isolde Laukien-Kleiner is the stepmother of Dr. Frank Laukien and Mr. Joerg Laukien and the mother of Dr. Dirk Laukien. With Dr. Dirk Laukien, Ms. Laukien-Kleiner is a party to a lease agreement with Bruker BioSpin AG under which Bruker BioSpin AG rents certain office and laboratory space. During




2014, 2016, Ms. Laukien-Kleiner was paid $365,682$339,900 under that agreement. Ms. Laukien-Kleiner is party to an additional lease agreement with Bruker BioSpin AG under which Bruker BioSpin AG rents certain office space. During 2014,2016, Ms. Laukien-Kleiner was paid $250,446 $232,800




under that agreement. Payments under the terms of each of the leases referenced above were equal to the estimated fair market value of the respective rental.

        Dr. Gilles Martin, a director of the Company, is the Chairman, Chief Executive Officer and controlling shareholder of the Eurofins Scientific Group, a provider of analytical testing services, and a director of various of its affiliates. During 2014,2016, the Company received approximately $1.9 million$1,093,800 from, and paid approximately $0.1 million$39,500 to, entities affiliated with the Eurofins Scientific Group in connection with purchases and sales of goods and services entered into in the normal course of business. We believe that the terms of such transactions are comparable to those that would have been reached by unrelated parties in arm's-length transactions. We expect to engage in similar commercial transactions with affiliates of the Eurofins Scientific Group during fiscal 2015.2017.

        Dr. William Linton, a director of the Company, is the Chairman, President and Chief Executive Officer of Promega Corporation, a life science supply company. Mr. Chris van Ingen, a director of the Company, is also a director of Promega Corporation. During 2014, the Company received approximately $0.9 million from Promega Corporation from sales of goods entered into in the normal course of business. We believe that the terms of such transactions are comparable to those that would have been reached by unrelated parties in arm's-length transactions. We expect to engage in similar commercial transactions with Promega Corporation during fiscal 2015.

        Dr. MiekeMeike Hamester, the wife of Bruker CALID Group President Juergen Srega, is employed by our Bruker Daltonik GmbH subsidiary as the Director of Small Molecule Pharma & CRO. During 2014, in her role as the Director of the ICP-MS business,2016, Dr. Hamester earned total cash compensation of $390,608, consisting ofreceived a base salary in the amount of $122,979,$106,563 and earned an annual performance-based cash incentive bonus for 2016 performance of $21,660 (paid in March 2015) and a special bonus of $245,969 for her contributions towards the closing of the divesture of the ICP-MS product line of the CAM division (base salary and special bonus amounts are based on payments in euros converted to U.S. dollars at a conversion rate of €1.00 = $1.3295, which represents the 2014 average midpoint rate as published on www.oanda.com; annual cash incentive bonus amount is based on payment in euros converted to U.S. dollars at a conversion rate of €1.00 = $1.0830, which is the average midpoint rate for March 2015 as published on www.oanda.com).$20,144. She also received a bonus payment in the amount of $19,800,$18,816, which was earned in 20132015 but paid in 2014.2016. Dr. Hamester's base salary and bonus are payable in euros; amounts are converted to U.S. dollars at a conversion rate of €1.0=$1.1068, which represents the 2016 average midpoint rate as published on www.oanda.com). Her ongoing compensation is consistent with the total compensation provided to other employees of the same level with similar responsibilities. Dr. Hamester continues to be an employee of Bruker Daltonik GmbH and other than with respect to the special incentive bonus payment awarded in 2014, she may receive compensation and other benefits in 20152017 in amounts similar to those she received during 2014.2016.

        Richard M. Stein, a director of the Company until May 2014, is a partner of Nixon Peabody LLP, a law firm which has been retained by the Company and certain of its affiliates for over five years. Amounts paid to Nixon Peabody LLP for services provided to the Company and its affiliates in 2014 totaled $2.4 million. Mr. Stein also serves as the secretary of each of the Company, Bruker BioSpin Corporation, Bruker AXS, Bruker Daltonics, Bruker Optics, BEST and Bruker Nano, Inc.

        Bernhard Wangler, a director of the Company until May 2014, is a principal of Kanzlei Wangler, a German audit and tax advisory firm which has been retained by the Company and certain of its affiliates for over five years. Amounts paid to Kanzlei Wangler for services provided to the Company and its affiliates in 2014 totaled $130,547.





SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


        Section 16(a) of the Securities Exchange Act of 1934 and the rules promulgated thereunder require our officers and directors and persons owning more than 10% of the outstanding common stock of the Company to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies of all these filings. We believe, based solely upon a review of those reports and amendments thereto furnished to us during and with respect to our fiscal year ended December 31, 2014,2016, that all of our directors and executive officers complied with the reporting requirements of Section 16(a) of the Exchange Act during fiscal 2014,2016, with the exception of (i) one transaction involving an option award grant reported in a late Form 4 filing by each of the following directors due to an administrative error: Drs. Fesik, Kastner, Linton, Martin, Requardt and Rosenthal, and Messrs. van Ingen, Kniss, Ornell and Packer and (ii) one additional transaction reported in a late Form 4 filing by Mr. WagnerPacker due to an administrative error.inadvertent oversight in reporting an acquisition effected through a broker-administered dividend reinvestment program.





AUDIT COMMITTEE REPORT


        The Audit Committee, which operates pursuant to a written charter, assists the board of directors in fulfilling its oversight responsibilities by reviewing Bruker Corporation's financial reporting process on behalf of the board. Management is responsible for Bruker Corporation's internal controls, the financial reporting process and compliance with laws and regulations and ethical business standards. Ernst & YoungPricewaterhouseCoopers LLP ("Ernst & Young"PwC"), Bruker Corporation's independent registered public accounting firm, is responsible for expressing opinions on the conformity of Bruker Corporation's consolidated financial statements with generally accepted accounting principles and on the effectiveness of Bruker Corporation's internal control over financial reporting. The Audit Committee is responsible for overseeing and monitoring these practices. It is not the duty or responsibility of the Audit Committee to conduct auditing or accounting reviews or procedures.

        In this context, the Audit Committee reviewed and discussed with management and Ernst & Young,PwC, among other things, the scope of the audit to be performed, the results of the audit performed, Ernst & Young'sPwC's evaluation of Bruker Corporation's internal control over financial reporting and the independent registered public accounting firm's fees for the services performed. Management represented to the Audit Committee that Bruker Corporation's consolidated financial statements were prepared in accordance with generally accepted accounting principles. Discussions about Bruker Corporation's audited financial statements included the auditors' judgments about the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in its financial statements.

        The Audit Committee also discussed with Ernst & YoungPwC other matters required by Auditing Standard No. 16,1301,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight (PCAOB), including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. Ernst & YoungPwC also provided to the Audit Committee written disclosures and the letter required by applicable requirements of the PCAOB regarding communications with the Audit Committee concerning independence. The Audit Committee discussed with Ernst & YoungPwC the registered public accounting firm's independence from Bruker Corporation and considered the compatibility of non-audit services with Ernst & Young'sPwC's independence.

        Based on the Audit Committee's discussion with management and Ernst & Young,PwC, and the Audit Committee's review of the representations of management and the report of Ernst & YoungPwC to the Audit Committee, the Audit Committee recommended to the board that that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 20142016 filed with the Securities and Exchange Commission and selected Ernst & Young LLP as the independent registered public accounting firm for Bruker Corporation, subject to shareholder ratification, for 2015.Commission.

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

		Brenda J. Furlong,John Ornell, Chair Chris van Ingen Richard A. Packer Chris van IngenRobert Rosenthal





PROPOSAL NO. 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION


        The Board of Directors recognizes the interest our stockholders have in the compensation of our executives. In recognition of that interest and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and SEC rules, we are providing our stockholders the opportunity to cast a non-binding advisory vote on the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC.

        The compensation of our named executive officers is disclosed in the Compensation Discussion and Analysis, or "CD&A," the compensation tables, and the related disclosures contained in this Proxy Statement. As described in our CD&A, we have adopted an executive compensation philosophy designed to deliver competitive total compensation, upon the achievement of financial and/or strategic performance objectives, which will attract, motivate and retain leaders who will drive the creation of shareholder value. In order to implement that philosophy, the Compensation Committee has established a disciplined and rigorous process for the adoption of executive compensation programs and individual executive officer pay actions.

        We believe that our compensation policies and decisions are focused on pay-for-performance principles, are strongly aligned with the long-term interests of our stockholders, and provide an appropriate balance between risk and incentives. Stockholders are urged to read the CD&A section of this Proxy Statement, which discusses in greater detail how our compensation policies and procedures implement our executive compensation philosophy. We are asking our stockholders to indicate their support for our named executive officer compensation, as described in this Proxy Statement, by approval of the following resolution:

"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED."

        Your vote on this Proposal No. 2 is advisory, and therefore not binding on the Company, the Compensation Committee, or the board of directors. The vote will not be construed to create or imply any change to the fiduciary duties of the Company or the board, or to create or imply any additional fiduciary duties for the Company or the board. The approval or disapproval of this proposal by stockholders will not require the Company's board of directors or the Compensation Committee to take any action regarding the Company's executive compensation practices. However, our board and our Compensation Committee value input from stockholders and will consider the outcome of the vote when making future executive compensation decisions.

The Board of Directors recommends a vote FOR the approval, on an advisory basis, of the 2016 compensation paid to the named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and related narratives in this Proxy Statement.





PROPOSAL NO. 3
ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION ADVISORY VOTE


        Pursuant to the Dodd-Frank Act and SEC rules, at least once every six years we are required to submit for stockholder vote a non-binding resolution to determine whether the stockholder advisory vote on executive compensation should occur every year, every two years, or every three years.

        After careful consideration of the various arguments supporting each frequency level, the board of directors believes that submitting the advisory vote on executive compensation to stockholders every three years is appropriate for the Company and its stockholders at this time. The Company's compensation policies and procedures are developed with long-term objectives in mind, which is consistent with a multi-year stockholder approval cycle.

        The proxy card provides four choices (every one, two, or three years, or abstain). Stockholders are being asked for their views on the frequency of the advisory vote on executive compensation, and are not voting to approve or disapprove the Board's recommendation.

        As with your vote on Proposal No. 2, your vote on this Proposal No. 3 is advisory, and therefore not binding on the Company, the Compensation Committee, or the Company's board of directors. The vote will not be construed to create or imply any change to the fiduciary duties of the Company or the board, or to create or imply any additional fiduciary duties for the Company or the board. Although the vote is non-binding, the board and the Compensation Committee will consider the outcome of the frequency vote and other communications from stockholders when making future decisions regarding the frequency of such advisory votes regarding executive compensation.

The Board recommends a frequency of "EVERY THREE YEARS" for future advisory stockholder votes on compensation of our named executive officers.





PROPOSAL NO. 4
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


        PricewaterhouseCoopers LLP has been our independent registered public accounting firm since June 1, 2016, and has been selected by the Audit Committee of the board of directors as our independent registered public accounting firm for the fiscal year ending December 31, 2017. Although the Company is not required to seek stockholder approval of this appointment, the board of directors believes it to be sound corporate governance to do so. In the event that the stockholders fail to ratify the appointment, the Audit Committee will investigate the reasons for stockholder rejection and will reconsider the appointment. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent public accounting firm during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders.

        A representative of PricewaterhouseCoopers LLP is expected to be present at the 2017 Annual Meeting and will have the opportunity to make a statement if he or she so desires to do so and will be available to respond to appropriate stockholder questions.

The Board of Directors recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2017.





INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


        At a meeting held on June 1, 2016, the Audit Committee of the Company's Board of Directors approved the dismissal of Ernst & Young LLP ("Ernst & Young") as the Company's independent registered public accounting firm, effective June 1, 2016, and the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm, effective June 1, 2016, to perform independent audit services for the fiscal year ending December 31, 2016. During the fiscal years ended December 31, 2014 and 2015 and through June 1, 2016, neither the Company, nor anyone on its behalf, consulted PwC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by PwC that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and related instructions or a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

        The reports of Ernst & Young on the consolidated financial statements of the Company for each of the fiscal years ended December 31, 2015 and 2014 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

        In connection with the audits of our financial statements for each of the fiscal years ended December 31, 2015 and 2014, and in the subsequent interim period through June 1, 2016, there were no "disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope and procedures, which, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference to the matter in their reports for such years. There were no "reportable events" as that term is described in Item 304(a)(1)(v) of Regulation S-K, except for a material weakness in the Company's internal control over financial reporting as of December 31, 2015 concerning the accounting for income taxes, which material weakness was identified subsequent to the filing of our Annual Report on Form 10-K for the year ended December 31, 2015.

        As a result of such material weakness, our management concluded in November 2016 that the Company's internal control over financial reporting was not effective at December 31, 2015. On November 15, 2016, the Company filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as well as amendments to each of its Quarterly Reports on Form 10-Q for the periods ended March 31, 2016, and June 30, 2016, to reflect the conclusion by management that there was a material weakness in internal control over financial reporting as of the end of the periods covered by those reports. The Company's Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 also included revised auditor's reports from Ernst & Young stating that the Company's internal control over financial reporting at December 31, 2015 was not effective.




Fees Billed to the Company

        Fees billed to the Company by its independent registered public accounting firmfirms for fiscal years 20132016 and 2014,2015, all of which were approved by the Audit Committee, were comprisedconsisted of the following:

		2016($)(1)			2015($)(2)
Audit Fees			5,990,966			5,244,918
Audit Related Fees			5,887			3,000
Tax Fees			1,059,953			170,000
All Other Fees and Expenses			278,737			—
Total Fees			7,335,543			5,417,918

---

(1)

Reflects fees paid to PwC for the fiscal year ended December 31, 2016.



(2)

Reflects fees paid to Ernst & Young for the fiscal year ended December 31, 2015.

        Audit Fees.    Ernst & Young'sAudit fees for itsthe years ended December 31, 2016 and 2015 were for the audit of the Company's annual consolidated financial statements, including the integrated audit of internal control over financial reporting, its review of the consolidated financial statements included in our quarterly reports on Form 10-Q, audits of statutory filings, comfort letter procedures and review of other regulatory filings for 2013 and 2014 were $5,214,252 and $5,431,280, respectively.filings.

        Audit-Related Fees.    Ernst & Young billed us $2,000 in 2013Audit-related fees for the years ended December 31, 2016 and $3,000 in 2014 for audit-related services.2015 include amounts related to accounting consultations and services provided due to other statutory requirements.

        Tax Fees.    Ernst & YoungTax fees for the years ended December 31, 2016 and 2015 were for tax services provided to us, including tax compliance, tax advice and planning, totaled $1,029,472 in 2013 and $176,611 in 2014.planning.

        All Other Fees.    In 2013 and 2014, noAll other fees for servicesthe year ended December 31, 2016 relate to license fees for a web-based accounting research tool as well as other than as indicated above were billed to us by Ernst & Young.advisory non-audit services.

Audit Committee Pre-Approval Policies and Procedures

        In order to ensure that audit and non-audit services proposed to be performed by the Company's independent registered public accounting firm do not impair the auditor's independence from the Company, the Audit Committee has adopted, and the board of directors has ratified, the following pre-approval policies and procedures.

Policies

        Before engaging the independent registered public accounting firm to render the proposed service, the Audit Committee must either (i) approve the specific engagement ("specific pre-approval") or (ii) enter into the engagement pursuant to pre-approval policies and procedures established by the Audit Committee ("general pre-approval"), provided the policies and procedures are detailed for the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee's responsibilities to management. The Audit Committee annually reviews and pre-approves the services that may be provided by the independent registered public accounting firm without obtaining specific pre-approval. The Audit Committee will add to or subtract from this list of general pre-approved services from time to time, based on subsequent determinations.

        Unless a type of service has received general pre-approval, it requires specific pre-approval by the Audit Committee if it is to be provided by the independent registered public accounting firm. Any proposed services exceeding pre-approved cost levels or budgeted amounts also require specific pre-approval by the Audit Committee.




        For both types of pre-approval, the Audit Committee considers whether such services are consistent with the SEC's and the PCAOB's rules on auditor independence. The Audit Committee also considers whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company's business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Company's ability to manage or control risk or improve audit quality. All such factors are considered as a whole, and no one factor will necessarily be determinative.

        The Audit Committee also considers the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services and may determine, for each fiscal year, the




appropriate ratio between the total amount of fees for Audit, Audit-related and Tax services and the total amount of fees for certain permissible non-audit services classified as All Other services.

        The Audit Committee may delegate either type of pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

Procedures

        Pre-approval fee levels or budgeted amounts for all services to be provided by the independent registered public accounting firm are established annually by the Audit Committee. Any proposed services exceeding these levels or amounts require specific pre-approval by the Audit Committee, even if previously generally pre-approved.

        All requests or applications for services to be provided by the independent registered public accounting firm that do not require specific approval by the Audit Committee are submitted to the Chief Financial Officer and must include a detailed description of the services to be rendered.

        Requests or applications to provide services that require specific approval by the Audit Committee must be submitted to the Audit Committee by both the independent registered public accounting firm and the Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC's rules on auditor independence.

        The Audit Committee monitors the performance of all services provided by the independent auditor and assesses whether such services are in compliance with this policy.


PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


        Ernst & Young LLP has been our independent registered public accounting firm since 1998, and has been selected by the Audit Committee of the board of directors as our independent registered public accounting firm for the fiscal year ending December 31, 2015. Although the Company is not required to seek stockholder approval of this appointment, the board of directors believes it to be sound corporate governance to do so. In the event that the stockholders fail to ratify the appointment, the Audit Committee will investigate the reasons for stockholder rejection and will reconsider the appointment. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent public accounting firm during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders.

        A representative of Ernst & Young is expected to be present at the 2015 Annual Meeting and will have the opportunity to make a statement if he or she so desires to do so and will be available to respond to appropriate stockholder questions.

The Board of Directors recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2015.


STOCKHOLDER COMMUNICATIONS


        The board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by committee charters and subject to any required assistance or advice from legal counsel, Mr. Stein, the Secretary of the Company, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries of such communications to the other directors as he considers appropriate.




        Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that Mr. Stein considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we may receive repetitive or duplicative communications.

        Stockholders who wish to send communications on any topic to the board should address such communications to Richard M. Stein, Secretary, at Nixon Peabody LLP, 100 Summer Street, Boston, MA 02110.





TIME FOR SUBMISSION OF STOCKHOLDER PROPOSALS


        Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in a company's proxy statement and for consideration at the next annual meeting of its stockholders by submitting their proposals to Bruker Corporation in a timely manner.

        Stockholders interested in submitting a proposal for inclusion in the proxy materials for the annual meeting of stockholders in 20162018 may do so by following the procedures set forth in Rule 14a-8 of the Securities Exchange Act of 1934, as amended. To be eligible for inclusion, stockholder proposals must be received by us no later than December 16, 2015.18, 2017.

        Additionally, under our bylaws, no business may be brought before an annual meeting unless it is specified in the notice of meeting by or at the direction of the board of directors or by a stockholder entitled to vote who has delivered notice to Bruker Corporation (containing certain information specified in the bylaws) not less than 90 or more than 120 days prior to the first anniversary of the preceding year's annual meeting.


OTHER MATTERS


        Management knows of no matters which may properly be and are likely to be brought before the meeting other than the matters discussed herein. However, if any other matters properly come before the meeting, the persons named in the enclosed proxy will vote in accordance with their best judgment.


ANNUAL REPORT


        A copy (without exhibits) of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 is included in the 2016 Annual Report provided to stockholders with this proxy statement. We will provide an additional copy of the 2016 Annual Report to any stockholder, without charge, upon written request of such stockholder. Such requests should be addressed to the attention of Investor Relations at Bruker Corporation, 40 Manning Road, Billerica, Massachusetts 01821.


VOTING PROXIES


        The board of directors recommends an affirmative vote on all proposals specified.Proposal No. 1, Proposal No. 2 and Proposal No. 4, and a preference of EVERY THREE YEARS on Proposal No. 3. Proxies will be voted as specified. If signed proxies are returned without specifying an affirmative or negative vote or other preference on any proposal, the shares represented by such proxies will be voted in favor of the board of directors' recommendations.

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

April 14, 201517, 2017




Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Please indicate if you plan to attend this meeting. For address changes/comments, mark here. (see reverse for instructions) ! ! ! Yes No THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. M87026-P63467 ! ! ! 01) Marc A. Kastner 02) Gilles J. Martin 03) Richard D. Kniss 04) Joerg C. Laukien 05) William A. Linton 06) Chris van Ingen 1. Election of two Class II directors to serve for a two-year term expiring in 2017. Election of four Class III directors to serve for a three-year term expiring in 2018. Nominees: Nominees: The Board of Directors recommends you vote FOR each of the nominees listed below: ! ! ! For All Withhold All For All Except For Against Abstain To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. BRUKER CORPORATION C/O AMERICAN STOCK TRANSFER 6201 FIFTEENTH AVENUE BROOKLYN, NY 11219 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have the proxy card in hand when accessing the web site and follow the instructions to obtain records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have the proxy card in hand when calling and then follow the instructions. VOTE BY MAIL Mark, sign and date the proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. BRUKER CORPORATION 2. To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2015. NOTE: The undersigned also authorizes the named Proxies to vote in their discretion upon such other business as may properly come before the meeting or any adjournment or postponement thereof. The Board of Directors recommends you vote FOR proposal 2.

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have the proxy card in hand when accessing the web site and follow the instructions to obtain records and to create an electronic voting instruction form. BRUKER CORPORATION C/O AMERICAN STOCK TRANSFER 6201 FIFTEENTH AVENUE BROOKLYN, NY 11219 VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have the proxy card in hand when calling and then follow the instructions. VOTE BY MAIL Mark, sign and date the proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E25085-P90485 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR each of the nominees listed below: ! ! ! 1. Election of four Class II directors to serve for a three-year term expiring in 2020. Nominees: 01) Cynthia M. Friend 02) Marc A. Kastner 03) Gilles G. Martin 04) Hermann Requardt Election of one Class III director to serve for a one-year term expiring in 2018. Nominee: 05) Adelene Q. Perkins The Board of Directors recommends you vote for a frequency of "EVERY THREE YEARS" on Proposal 3. Every Every two three years years Every year Abstain 3. Advisory vote on the frequency of future advisory votes on named executive officer compensation. ! ! For ! Against ! Abstain The Board of Directors recommends you vote FOR Proposal 4. ! ! ! The Board of Directors recommends you vote FOR Proposal 2. For Against Abstain 4. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. ! ! ! 2. To approve, on an advisory basis, the 2016 compensation of our named executive officers. NOTE: The undersigned also authorizes the named Proxies to vote in their discretion upon such other business as may properly come before the meeting or any adjournment or postponement thereof. ! For address changes/comments, mark here. (see reverse for instructions) ! Yes ! No Please indicate if you plan to attend this meeting. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date V.1.1



 




Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report and Notice and Proxy Statement are available at www.proxyvote.com. E25086-P90485 BRUKER CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Frank H. Laukien and Anthony L. Mattacchione, or either of them, with power of substitution, as Proxies to vote at the Bruker Corporation Annual Meeting of Stockholders on May 22, 2017, and any adjournments or postponements thereof, all shares of common stock of Bruker Corporation that the undersigned is entitled to vote at such meeting on matters which may come before the Annual Meeting in accordance with and as more fully described in the Notice of Annual Meeting of Stockholders and the Proxy Statement. The undersigned acknowledges receipt of the Notice of the 2017 Annual Meeting of Stockholders and the accompanying Proxy Statement and revokes any proxy heretofore given with respect to such meeting. The votes entitled to be cast by the undersigned will be cast as instructed. If this proxy is executed, but no instruction is given, the votes entitled to be cast by the undersigned will be cast "FOR" each of the nominees for director in Proposal 1, "FOR" Proposal 2, a frequency of "EVERY THREE YEARS" in Proposal 3, and "FOR" Proposal 4, each of which is set forth on the reverse side hereof. The votes entitled to be cast by the undersigned will be cast in the discretion of the named Proxies on any other matter that may properly come before the meeting and any adjournment or postponement thereof. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side V.1.1 Address Changes/Comments:

M87027-P63467 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report and Notice and Proxy Statement are available at www.proxyvote.com. Address Changes/Comments: _______________________________________________________________________________ ________________________________________________________________________________________________________ (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) BRUKER CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Frank H. Laukien and Charles F. Wagner, Jr., or either of them, with power of substitution, Proxies to vote at the Bruker Corporation Annual Meeting of Stockholders on May 20, 2015, and any adjournments or postponements thereof, all shares of common stock of Bruker Corporation that the undersigned is entitled to vote at such meeting on matters which may come before the Annual Meeting in accordance with and as more fully described in the notice of Annual Meeting of Stockholders and the Proxy Statement. The undersigned acknowledges receipt of the notice of the 2015 Annual Meeting of Stockholders and the accompanying Proxy Statement and revokes any proxy heretofore given with respect to such meeting. The votes entitled to be cast by the undersigned will be cast as instructed. If this proxy is executed, but no instruction is given, the votes entitled to be cast by the undersigned will be cast “FOR” each of the nominees for director in Proposal 1 and "FOR" Proposal 2, each of which is set forth on the reverse side hereof. The votes entitled to be cast by the undersigned will be cast in the discretion of the named Proxies on any other matter that may properly come before the meeting and any adjournment or postponement thereof. Continued and to be signed on reverse side

 





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BRUKER CORPORATION 40 Manning Road Billerica, MA 01821 (978) 663-3660
BRUKER CORPORATION NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
BRUKER CORPORATION PROXY STATEMENT
RECORD DATE AND VOTING SECURITIES
CORPORATE INFORMATION
PROPOSAL NO. 1 ELECTION OF DIRECTORS
BOARD LEADERSHIP STRUCTURE
BOARD MEETINGS, COMMITTEES AND COMPENSATION
DIRECTOR NOMINATIONS
ROLE OF THE BOARD IN RISK OVERSIGHT
COMPENSATION OF DIRECTORS
20142016 Director Compensation Table
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EXECUTIVE OFFICERS
COMPENSATION DISCUSSION AND ANALYSIS
2014Named Executive Officer Compensation Mix
2016 Cash Incentive Performance and Payout Measurement
2016 Cash Incentive Targets
Quantitative Performance Goals (70% of Target Bonus Potential)
Individual Qualitative Performance Goals (30% of Target Bonus Potential)
Quantitative Performance Goals (70% of Target Bonus Potential)
Individual Qualitative Performance Goals (30% of Target Bonus Potential)
Quantitative Performance Goals (70% of Target Bonus Potential)
Individual Qualitative Performance Goals (30% of Target Bonus Potential)
Quantitative Performance Goals (70% of Target Bonus Potential)
Individual Qualitative Performance Goals (30% of Target Bonus Potential)
2016 Long-Term Equity Incentive Awards
COMPENSATION COMMITTEE REPORT
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
SUMMARY OF EXECUTIVE COMPENSATION
Summary Compensation Table
20142016 Grants of Plan-Based Awards
Outstanding Equity Awards at December 31, 20142016
20142016 Option Exercises and Stock Vested
Pension Benefits
20142016 Pension Benefits Table
20142016 Non-Qualified Deferred Compensation Table
Potential Payments upon Termination or Change-in-Control
RELATED PERSONS TRANSACTIONS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
AUDIT COMMITTEE REPORT
PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION
PROPOSAL NO. 3 ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION ADVISORY VOTE
PROPOSAL NO. 4 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
STOCKHOLDER COMMUNICATIONS
TIME FOR SUBMISSION OF STOCKHOLDER PROPOSALS
OTHER MATTERS
ANNUAL REPORT
VOTING PROXIES