Cynthia M. Friend
BRUKERAbout Cynthia M. Friend
Cynthia M. Friend, Ph.D. (age 70) has served on Bruker’s Board since 2016. She is President & CEO of the Kavli Foundation and Theodore Williams Richards Professor of Chemistry and Professor of Materials Science Emerita at Harvard University, with a Ph.D. in Chemistry from the University of California, Berkeley. Her background spans academic leadership, government-funded research leadership, and federal advisory roles, providing deep technical expertise and governance insight for Bruker .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard University (Dept. of Chemistry & Chemical Biology) | Chair | 2004–2007 | Led department governance and academic strategy |
| Rowland Institute at Harvard | Director | 2013–2019 | Oversaw high-risk/high-reward early-career research funding and institute strategy |
| Energy Frontier Research Center for Sustainable Catalysis (Harvard, DOE-funded) | Director | Began 2014 | Managed fiscal health and strategic scientific planning across a multi-institution collaboration |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Kavli Foundation | President & CEO | Current | Leads scientific philanthropy and strategic investment in research |
| Harvard University | Professor Emerita (Chemistry; Materials Science) | Current | Ongoing academic expertise and advisory engagement |
| Basic Energy Sciences Advisory Committee (U.S. DOE) | Chair | Current | Federal advisory committee leadership in basic energy sciences |
Board Governance
- Committee assignments: Compensation Committee (member); Nominating & Governance Committee (member in 2024; rotates off post-2025 Annual Meeting) .
- Committee chair roles: None; Compensation Committee chaired by Bonnie H. Anderson; Nominating & Governance chaired by Richard A. Packer .
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq rules; no independence-impairing relationships disclosed for Dr. Friend .
- Attendance: In 2024 the Board held five meetings; every director attended at least 92% of Board and committee meetings of which they were a member .
- Board leadership: Combined Chair/CEO structure with a lead independent director (William A. Linton; to be succeeded by Richard A. Packer at the 2025 Annual Meeting) .
- Years of service: Director since 2016 .
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Board annual cash retainer | 72,500 |
| Audit Committee member fee | 18,000 |
| Audit Committee chair fee | 17,000 |
| Compensation Committee member fee | 8,000 |
| Compensation Committee chair fee | 10,000 |
| Nominating & Governance Committee member fee | 5,000 |
| Nominating & Governance Committee chair fee | 7,000 |
| Lead Director fee | 25,000 |
| Director | Fees Earned/Paid in Cash ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| Cynthia M. Friend | 85,500 | 165,035 | 250,535 |
Performance Compensation
| Instrument | Grant Date | Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU grant to non-employee directors | Jan 5, 2024 | 2,377 | 165,035 | Vested in full on Jan 5, 2025 |
- Structure: Non-employee directors receive an annual RSU award valued at $165,035; RSUs are time-based and vest fully after one year. No performance metrics are tied to director equity awards; meeting fees are not used. This design emphasizes retention and alignment rather than pay-for-performance for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy biography for Dr. Friend |
| Potential interlocks with customers/suppliers | None disclosed involving Dr. Friend; RPT section lists transactions involving other insiders (e.g., Asahi Kasei; PrognomIQ; family employment) but not Dr. Friend |
Expertise & Qualifications
- Ph.D. in Chemistry (UC Berkeley), extensive technical expertise in catalysis and materials science .
- Significant management experience in non-profit scientific institutions (Rowland Institute Director; DOE-funded EFRC Director), including fiscal and strategic oversight .
- Federal science policy leadership (Chair, Basic Energy Sciences Advisory Committee) .
- Brings expertise in academic/government research funding priorities and infrastructure; adds depth in scientific markets relevant to Bruker’s end customers .
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Beneficial ownership (as of Apr 1, 2025) | 18,253 shares; includes options to purchase 4,300 shares exercisable within 60 days |
| Ownership as % of shares outstanding | Less than 1% |
| Vested stock options (as of Dec 31, 2024) | 7,500 options vested |
| Unvested RSUs (as of Dec 31, 2024) | 2,377 RSUs (subsequently vested Jan 5, 2025) |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy; no pledging permitted except a limited exception not applicable to directors |
| Stock ownership guidelines | Non-employee directors must hold 5x annual retainer; all directors and executive officers met guidelines |
Governance Assessment
- Independence and engagement: Independent director with strong attendance and active service on the Compensation and Nominating & Governance Committees; demonstrates governance engagement and oversight in pay, succession, and governance standards .
- Pay and alignment: Director pay mixes cash retainer and one-year RSUs; Dr. Friend’s 2024 compensation totaled $250,535 ($85,500 cash; $165,035 RSUs). Stock ownership guidelines at 5x retainer and prohibitions on hedging/pledging enhance alignment; compliance is confirmed for all directors .
- Committee quality and conflicts: Compensation Committee employs an independent consultant (Aon); the Committee evaluated and determined no conflict of interest despite Aon’s separate insurance brokerage services, supporting robust governance around pay decisions .
- Shareholder signals: 2024 say‑on‑pay support ~96% indicates broad investor confidence in compensation oversight; frequency set to annual by ~72% support, maintaining regular accountability .
- Related-party exposure: Proxy’s related-person transactions list does not include Dr. Friend; no transactions disclosed involving her or entities where she has a role, reducing conflict risk .
- Board leadership check: Presence of a lead independent director (transitioning from Linton to Packer) provides independent counterbalance to combined Chair/CEO structure; committees meet regularly (Audit 8x, Compensation 6x, N&G 3x in 2024) supporting oversight cadence .
- RED FLAGS: None identified specific to Dr. Friend (no RPTs, no hedging/pledging, strong attendance). Continue monitoring for potential interlocks given broad scientific network, but current proxy disclosures show no director‑specific conflicts .