John A. Ornell
BRUKERAbout John A. Ornell
Independent director since 2015 (Age 67), former CFO of Waters Corporation with deep finance and operations experience across life sciences instruments; MBA (Southern New Hampshire University), BS in Business Administration, BA in Economics (University of New Hampshire), Certified Management Accountant and Certified Public Accountant . Serves as Chair of Bruker’s Audit Committee and is designated an “audit committee financial expert” under SEC rules and Nasdaq requirements . All directors other than the CEO are independent per Nasdaq standards; the Board meets in executive session at each regularly scheduled meeting, supporting independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waters Corporation | Vice President, Finance & Administration; Chief Financial Officer | CFO 2001–2013; joined Waters 1994; transitional service in 2014 | Led IT, investor relations, and TA Instruments Division; broad operational finance leadership |
| Multinational corporations (prior to Waters) | Various roles in operational finance | Not specified | Progressed through roles of increasing responsibility in operational finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed in the proxy for Ornell . |
Board Governance
- Independence: Independent director under Nasdaq rules; Board composition shows all directors except CEO independent .
- Committee assignments: Audit Committee Chair; committee met eight times in 2024; members all independent and financially literate; Ornell is designated audit committee financial expert .
- Attendance: In 2024 every director attended at least 92% of Board and committee meetings of which they were members .
- Executive sessions: Board meets in executive session during each regularly scheduled meeting .
- Lead independent director framework: Lead director responsibilities include chairing executive sessions and acting as liaison; role complements combined Chair/CEO structure .
Fixed Compensation
| Component | Detail | Amount/Units | Vesting/Date |
|---|---|---|---|
| Board retainer (cash) | Annual cash for Board service | $72,500 | N/A |
| Audit Committee service (cash) | Member fee | $18,000 | N/A |
| Audit Committee Chair (cash) | Chair premium | $17,000 | N/A |
| Total cash fees (2024) | Sum of above | $107,500 | N/A |
| Annual equity grant (RSUs) | Granted Jan 5, 2024 | 2,377 RSUs; grant-date fair value $165,035 | Vests in full Jan 5, 2025 |
| 2024 reported director comp | Ornell total | $272,535 (cash $107,500; equity $165,035) | N/A |
Performance Compensation
| Metric | Structure | Target/Payout | Notes |
|---|---|---|---|
| Performance-based equity or bonus for directors | Not disclosed | — | Bruker’s non-employee director compensation consists of fixed cash fees plus annual time-based RSUs; no director performance metrics disclosed . |
Other Directorships & Interlocks
| Entity | Relationship | 2024/2025 Activity | Governance note |
|---|---|---|---|
| None disclosed for Ornell | — | — | No related-party transactions disclosed involving Ornell; RPT policy requires CFO/Audit Committee review and prohibits conflicted participation . |
Expertise & Qualifications
- Financial leadership: Former CFO at Waters; oversight of IT, investor relations, and divisional operations .
- Credentials: CMA and CPA; MBA and dual bachelor’s degrees in Business Administration and Economics .
- Audit oversight: SEC/Nasdaq-designated audit committee financial expert; chairs Audit Committee (oversight of auditors, financial reporting, compliance, whistleblower, cybersecurity) .
Equity Ownership
| Item | Amount | Percent of Class | Notes |
|---|---|---|---|
| Beneficial ownership (incl. deriv.) | 38,147 shares | <1% (asterisk denotes less than one percent) | Includes 15,000 options exercisable within 60 days |
| Vested stock options (director) | 15,000 | — | As of Dec 31, 2024 (no unvested options outstanding for directors) |
| Unvested RSUs (as of 12/31/2024) | 2,377 | — | Annual grant vests Jan 5, 2025 |
| Ownership guidelines | Directors: 5x annual retainer | — | All directors and executive officers have met guidelines |
| Hedging/pledging policy | Prohibited for directors and officers (pledging prohibited, with one limited exception) | — | Supports alignment and risk control |
Governance Assessment
- Strengths: Independent audit chair with SEC/Nasdaq “financial expert” designation; active committee cadence (8 meetings) and strong attendance; robust RPT oversight protocol with conflicted parties excluded; formal anti-hedging/anti-pledging policy; director stock ownership guidelines met; say‑on‑pay support ~96% (2024), indicating investor confidence in compensation governance .
- Potential conflicts/related parties: No related‑party transactions disclosed for Ornell; 2024 RPTs involved entities connected to other directors/executives and were reviewed, priced at market, and Audit Committee/CFO oversight applied .
- Signals: Classified board but independent lead director structure and executive sessions; Audit Committee reviews cybersecurity and compliance, enhancing risk oversight .
- RED FLAGS: None disclosed specific to Ornell (no attendance shortfalls, no pledging/hedging, no RPTs). Continued vigilance warranted given overall family-related RPTs at the company level, mitigated by formal review and independence processes .
Overall, Ornell’s profile—seasoned life sciences CFO, audit financial expert, independent status, and ownership guideline compliance—supports board effectiveness and investor confidence in financial oversight at Bruker .