Frank H. Laukien
BRUKERAbout Frank H. Laukien
Frank H. Laukien, Ph.D., age 65, has served as Bruker’s Chairman, President, and Chief Executive Officer since 1991 and is the company’s largest stockholder. He holds a B.S. in physics from MIT and a Ph.D. in chemical physics from Harvard, and serves on multiple scientific and industry boards and advisory bodies (e.g., Dana-Farber trustee, ALDA Board, MIT Chemistry Visiting Committee, acatech) . Under his tenure, Bruker reported 2024 revenue growth of 13.6% to $3,366.4 million, organic revenue growth of 4.0%, with non-GAAP diluted EPS at $2.41 (down 6.6% year over year), and five-year pay-versus-performance disclosures show TSR of 116.73 in 2024 (base=100), contextualizing compensation alignment with outcomes . Board leadership combines CEO and Chairman roles with a lead independent director; all other directors are independent, shaping governance and independence considerations for investors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bruker Corporation | Chairman, President & CEO | 1991–present | Combined leadership enables strategy execution; significant insider ownership aligns interests |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dana-Farber Cancer Institute | Governing trustee | Elected 2023 | Oncology network; potential insight into translational science |
| ALDA (Analytical, Life-Science & Diagnostics Association) | Board | Reelected 2021 | Industry benchmarking and policy influence |
| MIT Chemistry Visiting Committee | Member | Current | Access to talent and technology pipelines |
| acatech (German National Academy of Science & Engineering) | Senator | Elected 2017 | European science/engineering network |
| Harvard University (Chemistry & Chemical Biology) | Visiting Scholar; Galileo Project co-founder | Appointed 2021; extended 2024 | Scientific thought leadership |
| FREOPP; Heterodox Academy | Non-profit board member | Current | Policy perspective; governance network |
| Terrain Biosciences, Inc. | Non-voting board observer | Current | RNA CRO/CDMO visibility |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 873,265 | 926,096 | 965,720 |
| Non-Equity Incentive Plan Compensation ($) | 906,371 | 1,572,146 | 1,187,562 |
| All Other Compensation ($) | 36,161 | 34,099 | 35,964 |
| Summary Compensation Table Total ($) | 5,057,195 | 5,858,761 | 5,527,304 |
Perquisite detail (2024): 401(k) match $13,800; dividends paid on vested RSUs $22,164 .
Performance Compensation
2024 ICP Structure and Outcomes (CEO)
| Component | Weighting | Target Basis | Achievement | Payout Guidance |
|---|---|---|---|---|
| Financial Goals (aggregate) | 70% | Prior year performance as threshold; linear payouts to 200% | 82.4% | Linear to target; capped at 200% |
| Individual Goals | 30% | Pre-set strategic/organizational objectives | 100.0% | 0–125%; committee discretion |
| Total ICP Achievement | — | Target $1,367,176 | 87.7% | Paid $1,187,562 |
Tabular list of most important performance measures used in pay-versus-performance analysis: Organic Revenue Growth; Non-GAAP Operating Profit; Non-GAAP Diluted EPS .
2024 Long-Term Incentive Awards (granted Aug 9, 2024)
| Grant Date | Instrument | Shares/Units | Exercise Price ($) | Grant Date Fair Value ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| 8/9/2024 | RSUs | 28,307 | — | 1,755,034 | 25% p.a. 2025–2028 | — |
| 8/9/2024 | Options | 77,255 | 68.20 (110% of close for CEO) | 1,583,024 | 25% p.a. 2025–2028 | 8/9/2029 (5-year CEO) |
Committee rationale: Time-based equity selected to complement short-term performance-based cash awards; CEO options intentionally above-market exercise price and shorter life to strengthen alignment with shareholder returns .
Outstanding Equity Awards (as of Dec 31, 2024)
| Option Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | RSU Grant Date | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|---|
| 8/06/2020 | 14,717 | — | 47.85 | 8/06/2025 | 8/05/2021 | 7,407 | 434,198 |
| 8/05/2021 | 27,786 | 9,262 (note 2) | 89.45 | 8/05/2026 | 8/11/2022 | 20,012 | 1,173,103 |
| 8/11/2022 | 20,274 | 20,276 (note 3) | 68.20 | 8/11/2027 | 8/10/2023 | 28,891 | 1,693,590 |
| 8/10/2023 | 8,836 | 26,513 (note 4) | 72.99 | 8/10/2028 | 8/09/2024 | 28,307 | 1,659,356 |
| 8/09/2024 | — | 77,255 (note 5) | 68.20 | 8/09/2029 | — | — | — |
Footnotes: RSUs and options vest in equal annual installments over four years; specific year-by-year vesting noted in footnotes (e.g., 2025–2028) . 2024 RSUs vested: 40,105 shares acquired; 19,393 shares withheld for taxes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Apr 1, 2025) | 40,450,364 shares; 26.7% of outstanding |
| Options exercisable within 60 days | 71,613 shares |
| Ownership guidelines | CEO 5x annual base salary; must hold 50% of shares delivered until guideline met; all directors/executives compliant |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited for directors/executives (subject to limited exception) |
| Insider trading policy | Company-wide policy filed as Exhibit 19.1 to 2024 10-K |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | No cash severance arrangements for CEO; severance contracts exist only for two other NEOs (Busse, Srega) |
| Change-in-control treatment | Double-trigger vesting if awards assumed; full vesting if not assumed; performance awards vest pro-rata at target; options remain exercisable for term |
| Accelerated vesting value (as of 12/31/2024) | Unvested RSUs valued at $4,960,249 (price $58.62 per share) |
| Option structure | CEO options exercisable at 110% of grant-date close; 5-year term; annual vesting over 4 years |
| Clawback | Mandatory recoupment for Section 16 officers upon restatement; no committee discretion; plan-level clawbacks for cause or policy breaches |
| Tax gross-ups | None; no excise tax gross-ups |
Board Governance
- Structure: Combined Chairman and CEO; lead independent director (Linton; Packer to succeed at 2025 Annual Meeting), with responsibilities for independent session leadership and agenda consultation .
- Independence: All directors except CEO are independent under Nasdaq rules .
- Attendance: Board met five times in 2024; every director attended at least 92% of Board and committee meetings; executive sessions at each regular Board meeting .
- Committees (current members do not include CEO):
- Audit: Ornell (Chair), Perkins, Rosenthal; post-Annual Meeting: Francis, Ornell, Rosenthal—CEO not a member .
- Compensation: Anderson (Chair), Friend, Packer, Requardt; post-Annual Meeting includes Rosenthal—CEO not a member .
- Nominating & Governance: Friend, Linton, Packer, Requardt; post-Annual Meeting: Anderson, Linton, Packer, Perkins—CEO not a member .
- Director pay: Employee director receives no additional compensation for board service; non-employee directors paid cash and equity .
Director Compensation (Employee Director)
- CEO receives compensation solely as an employee; no additional director retainers or equity for board service .
Compensation Peer Group (Benchmarking)
- Consultant: Aon retained as independent compensation consultant; provided peer group development and pay-versus-performance work; 2024 fees $288,955 compensation-related; $384,950 non-compensation (insurance brokerage) with independence affirmed .
- Peer group overview (scientific tools, instruments, services; size medians revenue ~$3.0B, employees ~8,200): includes Bio-Rad, Waters, Charles River Laboratories, Entegris, Haemonetics, Mettler Toledo, Teradyne, Bio-Techne, Integra LifeSciences, OSI Systems, Watts Water Technologies, Revvity; notes on scrivener’s error in prior proxy references .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~96% support; committee made no material changes in response; frequency vote favored annual by ~72% .
Related Party Transactions (select items)
| Transaction | Counterparty | Amount/Date | Notes |
|---|---|---|---|
| Lease payments | ZeroC Project GmbH (co-owned by Dirk/Joerg Laukien and stepmother) | $268,773 (2024) | Rent at market value to Bruker BioSpin AG |
| Equipment sales | QA Group, LLC DBA Quantum Analytics (owned by Dirk Laukien) | $199,745 (2024) | Ordinary course, arm’s-length |
| Share purchase | Gauss Fusion GmbH shares bought personally by FHL from Bruker EAS GmbH | €1.66M (~$1.8M), Mar 2025 | Audit Committee reviewed; comparable values |
| Additional RPTs (context) | PrognomIQ, Asahi Kasei; family employment | Various 2024 amounts | Governance oversight and independence maintained |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Base=100) | 106.58 | 165.58 | 135.30 | 145.89 | 116.73 |
| Non-GAAP Diluted EPS ($) | 1.35 | 2.10 | 2.34 | 2.58 | 2.41 |
| Net Income ($MM) | 161.4 | 280.6 | 298.5 | 428.5 | 113.8 |
2024 operating highlights: non-GAAP operating margin 15.4% (−300 bps YoY); non-GAAP diluted EPS −6.6% YoY to $2.41 . 2024 financial highlight narrative includes revenue increase to $3,366.4M and organic growth +4.0% .
Risk Indicators & Red Flags
- Combined CEO/Chair roles; mitigated by strong lead independent director framework .
- Very high insider ownership (26.7%); alignment strong but governance concentration risk .
- LTI awards are time-based RSUs/options—no PSUs; lowers long-term performance linkage vs market practices that use PSUs .
- Change-in-control equity acceleration on double trigger; RSU value at $4.96M (as of 12/31/24) .
- Hedging and pledging prohibited; ownership guidelines enforced—mitigates misalignment risk .
- Clawback policy mandatory for restatements; plan-level clawback for cause/policy breaches .
- Late Form 4 filing: one late report filed Mar 12, 2024 for Dec 16, 2023 transaction .
Compensation Structure Analysis
- Year-over-year mix: CEO cash compensation (salary + non-equity incentive) fluctuates with ICP outcomes; 2024 ICP payout at 87.7% of target (financial 82.4%, individual 100%) . Equity awards continue in combined options and RSUs; options set at 110% of close for CEO and shorten to five-year term to increase performance sensitivity .
- Pay-for-performance mechanics: ICP financial metrics weighted 70% (currency-adjusted revenue, non-GAAP operating profit, non-GAAP EPS, working capital); individual goals 30%; payouts calculated linearly with 200% cap on financial goals, 125% cap on individual .
- Governance practices: no excise tax gross-ups; no hedging/pledging; clawbacks; robust ownership guidelines; independent consultant engaged; annual say-on-pay .
Equity Ownership & Trading Signals
- 2024 equity vesting realized: 40,105 RSU shares vested and $2,468,982 value realized; substantial tax withholding (19,393 shares) indicates routine settlement vs active selling pressure; no option exercises reported for CEO in 2024 .
- 2026 Incentive Plan seeks added share authorization with explicit double-trigger design and non-employee director annual award limit ($750k), aiming to keep burn rate and dilution within peer norms (dilution calc of requested shares 3.7% of fully diluted) .
Investment Implications
- Alignment: Very high insider ownership (26.7%) and mandatory ownership/clawback/anti-hedging policies indicate strong alignment and lower agency risk; time-based LTI without PSUs reduces long-only performance tethering, but CEO options above-market strike and five-year term add return sensitivity .
- Retention and selling pressure: Four-year ratable vesting for RSUs/options creates periodic supply; CEO did not exercise options in 2024, and tax-withheld shares comprised a significant portion of vested shares—suggesting limited net selling pressure from the CEO in the past year .
- Governance: Combined CEO/Chair with lead independent director oversight and independent committees provides balanced oversight, but concentration of control warrants monitoring, especially amid related party transactions (all reviewed/arm’s-length) .
- Pay outcomes vs performance: 2024 ICP payout below target (87.7%) aligns with softer non-GAAP EPS and margin compression; say-on-pay support remains strong (~96%), indicating investor acceptance of the pay program design despite mixed operating metrics .