Hermann F. Requardt
BRUKERAbout Hermann F. Requardt
Independent director of Bruker Corporation since 2015; age 70. Former CEO of Siemens AG’s Healthcare division (2009–Feb 2015), former CTO of Siemens AG (2008–2011) and member of the Siemens AG Managing Board (2006–Jan 2015). Ph.D. in Biophysics from the University of Frankfurt; honorary Professor of Physics at the University of Frankfurt. Currently an independent strategic advisor to European life science and healthcare technology companies; brings deep global operating, technical, and strategic planning expertise to life-science tools businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens AG – Healthcare division | Chief Executive Officer | 2009–Feb 2015 | Led global healthcare business; large-scale operational and strategic leadership |
| Siemens AG | Chief Technology Officer | 2008–2011 | Enterprise-wide technology leadership; member of Managing Board (2006–Jan 2015) |
| Siemens Medical Solutions | Various leadership roles; Global Head, MRI BU | Joined 1984; MRI global responsibility since 1994 | Built and scaled MRI business globally |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| acatech (German National Academy of Science and Engineering) | Vice President | Current | Senior leadership in national science/engineering academy |
| Dekra SE | Advisory Board Member | Current | German-headquartered testing/certification company |
| Sivantos Group (formerly Siemens Audiology Solutions) | Supervisory Board Member | Post Siemens spin-off | Hearing-aid/audiology; governance role |
| Gauss Fusion GmbH | Independent Director | Current | Independent director at a fusion-focused company |
| University of Frankfurt | Honorary Professor of Physics | Ongoing | Academic role |
Board Governance
- Independence: Independent under Nasdaq rules; the Board determined no relationships impair independence (all directors except CEO are independent) .
- Tenure: Director since 2015; continuous service through the 2025 proxy period .
- Committee assignments (2024): Compensation Committee; Nominating & Governance Committee .
- Committee changes post-2025 Annual Meeting: Remains on Compensation Committee; rotates off Nominating & Governance Committee .
- Attendance: In 2024, every director attended at least 92% of Board and committee meetings of which they were a member; Board met in executive session at each regular meeting .
- Board structure/leadership: Combined Chair/CEO with a Lead Independent Director; executive sessions of independent directors are chaired by the Lead Independent Director .
- Stockholder engagement & say-on-pay: 96% support on 2024 say‑on‑pay; committee monitors shareholder feedback .
| Committee | 2024 Membership | Chair Role | 2025 Post‑Meeting Membership |
|---|---|---|---|
| Compensation | Member (Anderson, Friend, Packer, Requardt) | Not chair | Member (Anderson, Friend, Requardt, Rosenthal) |
| Nominating & Governance | Member (Friend, Linton, Packer, Requardt) | Not chair | Not a member (Anderson, Linton, Packer, Perkins) |
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $72,500 | Standard cash retainer for non‑employee directors |
| Compensation Committee membership fee (cash) | $8,000 | Member fee (non‑chair) |
| Nominating & Governance membership fee (cash) | $5,000 | Member fee (non‑chair) |
| Total cash fees received | $85,500 | As disclosed for Dr. Requardt |
| Annual equity grant (RSUs) | 2,377 units | Granted Jan 5, 2024; fair value $165,035; vests in full on Jan 5, 2025 |
| Total 2024 director compensation | $250,535 | Fees $85,500 + equity $165,035 |
Additional program terms:
- Standard 2024 non‑employee director equity value: $165,035 in RSUs; one‑year cliff vest .
- No meeting fees; additional retainers for chair/lead director roles not applicable to Dr. Requardt in 2024 .
Performance Compensation (Director)
| Pay Element | Structure | Performance Metrics |
|---|---|---|
| Cash retainer/committee fees | Fixed | None (service-based) |
| Equity (RSUs) | Time‑based, 1‑year vest | None; no PSU/option performance metrics for directors in 2024 |
Company-wide governance policies affecting directors:
- Hedging and pledging of company stock prohibited for directors; no pledging permitted (policy) .
- Clawback policy applies to recovery of incentive-based compensation per Nasdaq rules (primarily executive context) .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Conflict Noted by Company |
|---|---|---|---|
| Gauss Fusion GmbH | Private (Germany) | Independent Director | Company disclosed a March 2025 arm’s-length sale of 415,000 Gauss Fusion shares by Bruker subsidiary to CEO Frank H. Laukien; reviewed/approved by Audit Committee; no specific involvement by Dr. Requardt disclosed . |
| Dekra SE | Private | Advisory Board | None disclosed |
| Sivantos Group | Private | Supervisory Board | None disclosed |
| acatech | Non-profit/public-law | Vice President | None disclosed |
Company’s 2024 related-person transactions disclosed no items involving Dr. Requardt. The Board affirmed independence after reviewing related-party transactions .
Expertise & Qualifications
- Deep operating experience in imaging/diagnostics (Siemens Healthcare CEO; CTO of Siemens AG) and strategic planning for life-science tools .
- Technical credentials (Ph.D. Biophysics; honorary professor) align with Bruker’s technology focus .
- International governance and advisory roles across German industry and research institutions .
Equity Ownership (Alignment)
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 23,147 shares | As of April 1, 2025 record date table |
| Ownership as % of shares outstanding | ~0.015% | 23,147 / 151,521,040 shares outstanding as of 4/1/2025 (derived) |
| Vested stock options (12/31/2024) | 15,000 | Vested options count for non‑employee directors; Dr. Requardt had 15,000 vested options |
| Unvested RSUs (12/31/2024) | 2,377 | 2024 annual grant; vested 1/5/2025 |
| Shares pledged as collateral | None disclosed; pledging prohibited | Company policy prohibits pledging by directors |
| Stock ownership guidelines | 5x annual retainer | Directors must hold 5x retainer; unvested RSUs count; 5‑year compliance window |
| Compliance with guidelines | In compliance | “All directors and executive officers have met their ownership guidelines” |
Insider Trades (Section 16)
| Period | Form 4 Activity (Proxy Disclosure) | Notes |
|---|---|---|
| FY2024 | None specifically disclosed for Dr. Requardt | Company states Section 16 compliance by directors and officers in 2024 (exception: one late filing for CEO on 3/12/2024, unrelated to Dr. Requardt) |
Governance Assessment
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Strengths:
- Independent director with significant sector/technical expertise; active on Compensation and Nominating & Governance Committees in 2024; remains on Compensation post‑meeting .
- High engagement: Board/committee attendance ≥92% in 2024; regular executive sessions; robust independent board leadership structure .
- Alignment: Meaningful equity ownership, RSU-based director pay, hedging/pledging prohibited, and director stock ownership guidelines met .
- Compensation governance: Compensation Committee (of which he is a member) uses an independent consultant (Aon); committee evaluated consultant independence; no conflicts found .
- Shareholder support context: 96% 2024 say‑on‑pay approval suggests investor confidence in pay practices overseen by the committee .
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Monitoring points:
- External role at Gauss Fusion GmbH while Bruker’s CEO purchased Gauss Fusion shares from a Bruker subsidiary (March 2025). Transaction was reviewed/approved by the Audit Committee and disclosed as arm’s‑length; no specific involvement by Dr. Requardt disclosed. Continue to monitor for future transactions or overlapping relationships that could create perceived conflicts .
- Board remains classified; while the company cites stability benefits, some investors prefer annual elections; Nominating & Governance Committee (on which he served in 2024) periodically reviews structure .
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Red flags observed: None specific to Dr. Requardt in 2024 disclosures (no related‑party transactions, no attendance issues, no pledging/hedging, no Section 16 issues) .
Conclusion: Dr. Requardt adds credible operating and technical depth to Bruker’s board and compensation oversight, with solid independence and attendance. His equity ownership and policy compliance support alignment; no direct conflicts identified, though the Gauss Fusion context merits ongoing monitoring by investors .