Mark R. Munch
Executive Vice President, President of Bruker NANO Group and Bruker NANO Surfaces Division at 
BRUKER
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About Mark R. Munch
Mark R. Munch, Ph.D., is Executive Vice President of Bruker and President of the Bruker NANO Group (since September 2012), overseeing global operations, IT/ERP oversight, and strategic process initiatives; he has also served as President of Bruker NANO, Inc. since October 2010 and took on an additional role as Chief Executive Officer of Bruker Spatial Genomics (Acuity Spatial Genomics) in March 2021, a Bruker majority investment . He holds a B.S. in Chemical Engineering from the University of Colorado and both an M.S. and Ph.D. in Chemical Engineering from Stanford University, with 29+ years of experience in marketing, product development, operations, sales, and managing significant business units in multinationals . In the latest proxy, Bruker reported non-GAAP operating margin of 15.4% in 2024 (down 300 bps YoY) and non-GAAP diluted EPS of $2.41 (down 6.6% YoY) ; for 2024, Dr. Munch’s annual incentive payout reflected 61.3% achievement on financial goals and 100% on individual goals, for total achievement of 72.9% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bruker NANO Group | President | Since Sep 2012 | Leads global operations and business process initiatives |
| Bruker (Corporate) | Executive Vice President | Since Jul 2015 | Oversight of global IT, ERP, and strategic management development |
| Bruker NANO, Inc. | President | Since Oct 2010 | Leadership of subsidiary operations |
| Veeco Instruments Inc. | Executive Vice President | Feb 2008–Oct 2010 | Senior operating role at capital equipment supplier |
| Coherent, Inc. | Senior Vice President | Feb 2006–Jan 2008 | Senior role at lasers/photonics company |
| Cooligy, Inc. (Emerson Electric subsidiary) | President & CEO | 2004–2006 | Led advanced thermal management subsidiary |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bruker Spatial Genomics (Acuity Spatial Genomics) | Chief Executive Officer | Since Mar 2021 | Bruker majority investment; CEO role noted in proxy biographies |
Fixed Compensation
Multi-year summary compensation (actual paid amounts):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 648,298 | 689,939 | 728,228 |
| Bonus ($) | 400,000 | 451,500 | 300,000 |
| Non-Equity Incentive Plan Compensation ($) | 363,676 | 459,363 | 345,782 |
| Stock Awards ($) | 791,740 | 823,404 | 931,364 |
| Option Awards ($) | 269,526 | 273,840 | 308,092 |
| All Other Compensation ($) | 27,989 | 28,475 | 28,642 |
| Total ($) | 2,501,229 | 2,726,522 | 2,642,108 |
Additional context:
- 2024 approved annual base salary level: $738,370 (5% increase vs. 2023) .
- Perquisites: automobile allowance; 2024 auto costs/allowance $8,400; 401(k) matching $13,800; dividends paid on vested RSUs $6,442 .
Performance Compensation
Short-Term Cash Incentive (ICP)
| Component | Weighting | Target ($) | Maximum ($) | Actual Payout ($) | 2024 Achievement | Notes |
|---|---|---|---|---|---|---|
| Financial Goals (NANO segment composite) | 70% | 479,941 | 557,536 | 345,782 | 61.3% | Goals based on revenue growth, profitability, working capital, and EPS; non-GAAP measures per appendix |
| Individual Goals | 30% | — | — | — | 100.0% | Active portfolio management over-achievement; commercial excellence at target; mixed operational/org. excellence results |
Notes:
- ICP targets are set annually; payouts are based on combined corporate/segment financial metrics and individual goals with at-risk caps .
- 2023 reference: Dr. Munch’s financial goal achievement was 110.0% and individual goal achievement 83.8% (total 77.0%) .
Long-Term Incentives (Time-based Equity)
2024 grants approved August 9, 2024; vest ratably over 4 years.
| Instrument | Grant Date | Units | Grant Date Fair Value ($) | Vesting | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|---|
| RSUs | 8/9/2024 | 15,022 | 931,364 | 25% annually on 1st–4th anniversaries | — | — |
| Stock Options | 8/9/2024 | 13,666 | 308,092 | 25% annually on 1st–4th anniversaries | 62.00 | 8/09/2034 |
| Aggregate economic value (options + RSUs) | 8/9/2024 | — | 1,239,456 | Time-based awards to align and retain executives | — | — |
Outstanding equity as of December 31, 2024 (selected awards):
| Option Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 10/04/2016 | 58,843 | — | 22.19 | 10/04/2026 |
| 8/10/2017 | 26,682 | — | 27.07 | 8/10/2027 |
| 8/09/2018 | 22,695 | — | 34.02 | 8/09/2028 |
| 8/08/2019 | 19,924 | — | 41.95 | 8/08/2029 |
| 8/06/2020 | 19,329 | — | 43.50 | 8/06/2030 |
| 8/05/2021 | 8,865 | 2,956 | 81.32 | 8/05/2031 |
| 8/11/2022 | 6,468 | 6,470 | 62.00 | 8/11/2032 |
| 8/10/2023 | 2,847 | 8,541 | 66.35 | 8/10/2033 |
| 8/09/2024 | — | 13,666 | 62.00 | 8/09/2034 |
Unvested RSUs as of December 31, 2024:
| RSU Grant Date | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| 8/05/2021 | 2,364 | 138,578 |
| 8/11/2022 | 6,386 | 374,347 |
| 8/10/2023 | 9,308 | 545,635 |
| 8/09/2024 | 15,022 | 880,590 |
Policy notes:
- Named executive officers’ equity mix in 2024 averaged ~25% options and ~75% RSUs; CEO mix was ~47% options and ~53% RSUs .
- Time-based equity was chosen in 2024; performance focus resides in the short-term incentive metrics; options for CEO/CFO have 110% FMV strike to further align outcomes .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership | 241,955 shares (including options exercisable within 60 days) | Less than 1% of class (*) |
| Options exercisable within 60 days | 165,653 shares | Included in beneficial ownership |
| Unvested RSUs (market value at 12/31/24) | $1,939,150 (value of unvested RSUs upon CIC or death/disability, if applicable) | Valued at $58.62 per share |
| Stock ownership guidelines | Executive officers: 2x annual base salary; must hold 50% of shares delivered until compliant | All directors and executive officers have met ownership guidelines |
| Hedging/Pledging | Hedging prohibited; pledging prohibited for executives (subject to one limited exception); insider trading policy in place |
Employment Terms
| Term | Details |
|---|---|
| Severance | No cash severance arrangements for Dr. Munch; severance agreements exist only for Mr. Srega and Dr. Busse |
| Change-in-control (CIC) equity treatment | Double-trigger: if awards are assumed, accelerated vesting upon qualifying termination within 24 months post-CIC; if not assumed, awards vest at CIC; performance awards vest pro-rata at target |
| Clawback | Mandatory clawback compliant with Nasdaq/Dodd-Frank for Section 16 officers; awards subject to clawback/recoupment and potential rescission for cause or restrictive covenant breach |
| Tax gross-ups | No excise tax gross-ups on CIC |
| Non-compete/Non-solicit | Not disclosed for Dr. Munch (agreements described for other executives only) |
| Equity vesting cadence | RSUs and options vest 25% annually over 4 years; options generally expire after 10 years (Munch’s 2024 grant: 62.00 strike, expires 8/09/2034) |
Performance & Track Record
- 2024 ICP outcome: Financial achievement 61.3%, Individual 100.0%, total 72.9% .
- Company performance context: 2024 non-GAAP operating margin 15.4% (−300 bps YoY) and non-GAAP diluted EPS $2.41 (−6.6% YoY) .
- 2023 ICP reference: Financial achievement 110.0%, Individual achievement 83.8% .
Compensation Structure Analysis
- High equity weighting with four-year time-based vesting supports retention but shifts pay-for-performance to annual ICP metrics; the Committee emphasized balanced metrics and capped payouts .
- Mix evolution: continued preference for RSUs over options among NEOs (75% RSUs on average) reduces risk versus options; CEO/CFO options struck at 110% FMV further reinforce shareholder alignment .
- No cash severance for Dr. Munch implies less downside protection absent CIC, increasing reliance on ongoing equity vesting cadence for retention .
Investment Implications
- Alignment: Ownership guidelines met and 50% post-vest holding requirement mitigate short-term selling pressure; hedging/pledging prohibitions further align interests .
- Vesting overhang: Multiple unvested RSU tranches and staged option vesting through 2034 create a predictable supply of potential sales upon vesting; monitor Form 4s around quarterly vest dates and 10b5-1 plans for selling pressure signals .
- Retention risk: Absence of individual severance protection, with retention relying on ongoing equity vesting and ICP payouts; CIC provides double-trigger protection on equity but no excise tax gross-up, which is shareholder-friendly .
- Performance sensitivity: Annual ICP tied to segment financials and balanced individual goals; 2024 payout at 72.9% reflects mixed performance; any sustained improvement in NANO financials should translate into higher variable pay, reinforcing execution incentives .