Richard A. Packer
BRUKERAbout Richard A. Packer
Richard A. Packer (age 67) has served on Bruker’s Board since 2007 and is currently an independent Class I director nominated for re‑election through the 2028 annual meeting. He is a Vice Presidential Executive Officer at Asahi Kasei Corporation and previously served as CEO and Chairman (non‑executive) of ZOLL Medical; he holds an MBA from Harvard Business School and BS and M.Eng. degrees from Rensselaer Polytechnic Institute . Bruker classifies Mr. Packer as independent under Nasdaq rules, and in 2024 every director attended at least 92% of Board and committee meetings; the Board met five times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ZOLL Medical Corporation | Chief Executive Officer and Director | Nov 1999 – Apr 2016 | Led public medical devices company; extensive operations/financial leadership |
| ZOLL Medical Corporation | Chairman (executive through Nov 2010; later non‑executive) | 1999 – Nov 2010 (Chairman); subsequently non‑executive Chair noted | Governance leadership during growth; later non‑executive Chair before Asahi Kasei acquisition |
| Whistler Corporation | Vice President (various functions) | Not disclosed | Operations leadership in consumer electronics |
| PRTM/KPMG | Manager, high‑tech operations consulting | Not disclosed | Operations consulting for tech companies |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Asahi Kasei Corporation (Tokyo Stock Exchange) | Vice Presidential Executive Officer | Current | Leads corporate initiatives across global businesses; formerly led ~$4B healthcare unit |
| Medical Device Manufacturers Association | Board Member | Current | Industry association governance role |
| ZOLL Foundation | Board Member | Current | Non‑profit oversight |
| MassMEDIC | Past Chairperson | Past | Massachusetts medical device industry council |
Board Governance
- Committee assignments: Member, Compensation Committee; Chair, Nominating & Governance Committee . In 2024, Compensation Committee met 6 times; Nominating & Governance Committee met 3 times .
- Lead Director succession: Packer will succeed William A. Linton as Lead Director at the 2025 Annual Meeting. Lead Director responsibilities include chairing executive sessions of independent directors, liaising between independent directors and the Board, and input on Board agendas and procedures .
- Independence and attendance: All directors except the CEO are independent under Nasdaq rules; each director attended at least 92% of Board and relevant committee meetings in 2024; Board met five times .
- Classification and term: Class I director; nominated in 2025 to serve a three‑year term ending at the 2028 Annual Meeting .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Board Service Cash Retainer (standard for non‑employee directors) | $66,000 | $72,500 |
| Nominating & Governance Committee Chair Fee | $7,000 | $7,000 |
| Compensation Committee Member Fee | $8,000 | $8,000 |
| Lead Director Retainer (if applicable) | $20,000 | $25,000 |
| Richard A. Packer – Fees Earned or Paid in Cash (Total) | $87,308 | $92,500 |
Notes: Bruker does not pay per‑meeting fees; cash structure comprises Board, committee, and chair retainers (lead director where applicable) .
Performance Compensation
| Grant | Grant Date | Instrument | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director equity (for each non‑employee director, incl. Packer) | Jan 5, 2023 | RSUs | 1,970 | $140,008 | Vested in full Jan 5, 2024 |
| Annual director equity (for each non‑employee director, incl. Packer) | Jan 5, 2024 | RSUs | 2,377 | $165,035 | Vested in full Jan 5, 2025 |
Additional program features and safeguards:
- Non‑employee director annual total compensation cap: $750,000 (cash fees plus grant date fair value of equity) per calendar year under the 2026 Plan .
- No hedging; and directors generally may not pledge Bruker securities as collateral (subject to one limited exception); robust stock ownership and retention guidelines apply to directors .
Other Directorships & Interlocks
| Entity | Relationship to Bruker | 2024 Transactions/Details | Potential Conflict Consideration |
|---|---|---|---|
| Asahi Kasei Corporation | Customer (equipment sales) | $250,504 of equipment sales in ordinary course, at market‑comparable, arm’s‑length terms | Packer is a Vice Presidential Executive Officer at Asahi Kasei; Board determined independence; transaction disclosed and modest in scale |
Expertise & Qualifications
- Medical devices operating leadership (CEO/Chair at ZOLL), finance and operations expertise; corporate governance and public company compensation experience .
- Education: MBA (Harvard Business School); BS and M.Eng. (Rensselaer Polytechnic Institute) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 1, 2025) | 90,904 shares; less than 1% of outstanding |
| Options exercisable within 60 days (as of Apr 1, 2025) | 10,000 shares included in beneficial ownership calculation |
| Vested stock options outstanding (as of Dec 31, 2024) | 52,000 options; no unvested options |
| Unvested RSUs (as of Dec 31, 2024) | 2,377 RSUs (granted Jan 5, 2024; vested Jan 5, 2025) |
| Director ownership guidelines | Minimum 5x annual cash retainer; must hold 50% of net shares from equity until met; all directors/officers have met guidelines |
| Hedging/pledging policy | Hedging prohibited; pledging generally prohibited with one limited exception |
Governance Assessment
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Strengths/signals:
- Independent director with deep med‑tech operating experience; chairs Nominating & Governance and will serve as Lead Director, enhancing independent oversight and succession/risk governance .
- Strong engagement: Board met 5 times; committees active (Compensation 6x; Nominating & Governance 3x); directors attended ≥92% of meetings in 2024 .
- Alignment: Mix of cash and time‑vested RSUs; director ownership requirement of 5x retainer met; no hedging/pledging (except limited pledge exception) supports alignment .
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Watch items/RED FLAGS to monitor:
- Related‑party dynamic: Asahi Kasei (where Packer is an executive) purchased ~$250K of equipment from Bruker in 2024. While disclosed as ordinary‑course, arm’s‑length and not independence‑impairing, it creates a recurring potential conflict to monitor for scale/frequency changes .
- Board leadership structure: Combined CEO/Chair can concentrate power; mitigant is robust Lead Director role (which Packer will assume) with clear authorities over executive sessions and Board process .
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Compensation structure observations (YoY):
- Cash board retainer increased from $66,000 (2023) to $72,500 (2024); Lead Director fee rose from $20,000 to $25,000; RSU grant value increased from $140,000 to $165,035 with a one‑year cliff vest—consistent with market and within a $750K director cap .
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Compliance/controls:
- Section 16(a) reporting: Company disclosed one late Form 4 for the CEO; no delinquencies attributed to Packer .
- Stock ownership guideline compliance affirmed for all directors, including Packer .