Robert J. Rosenthal
BRUKERAbout Robert J. Rosenthal
Robert J. Rosenthal, Ph.D. (age 68), has served on Bruker’s Board since 2015. He is a former CEO across life science tools and medical technology companies, including Taconic Biosciences, IMI Intelligent Medical Implants AG (2010–2012), and Magellan Biosciences (2005–2009), with earlier senior management roles at PerkinElmer and Thermo Fisher Scientific. He holds a Ph.D. from Emory University and an M.S. from SUNY, and is currently an independent director, meeting Nasdaq independence requirements; he serves on the Audit Committee and will join the Compensation Committee following the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taconic Biosciences, Inc. | Chief Executive Officer | Not disclosed | Led provider of research models for pharma/biotech |
| IMI Intelligent Medical Implants AG | President & Chief Executive Officer | 2010–2012 | Medical technology leadership |
| Magellan Biosciences, Inc. | President & Chief Executive Officer | 2005–2009 | Clinical diagnostics and life science tools |
| PerkinElmer Inc. | Senior management | Not disclosed | Diagnostics/tools experience |
| Thermo Fisher Scientific, Inc. | Senior management | Not disclosed | Diagnostics/tools experience |
External Roles
| Organization | Exchange/Type | Role | Since | Notes |
|---|---|---|---|---|
| Safeguard Scientifics, Inc. | Publicly traded | Director; Chairman of the Board | Director since 2007; Chairman since May 2016 | Capital provider to early and growth-stage companies |
| Galvanic Applied Sciences, Inc. | Private (Canada) | Director | Not disclosed | Applied sciences; privately held |
Board Governance
- Committees: Audit Committee member (8 meetings in 2024); slated to join Compensation Committee after the 2025 Annual Meeting (Compensation Committee met 6 times in 2024). Chairs: Audit—John Ornell; Compensation—Bonnie Anderson; Nominating & Governance—Richard Packer .
- Independence: All directors other than CEO meet Nasdaq independence; Board reviewed related-person transactions and determined no impairing relationships. No family relationships among directors/officers .
- Attendance: In 2024, every director attended at least 92% of Board and committee meetings of which they were a member. Board held five meetings and meets in executive session at each regular meeting .
- Lead Independent Director: William A. Linton (appointed March 2004) .
| Committee | 2024 Membership | Chair? | Meetings in 2024 | Post-2025 Annual Meeting Composition |
|---|---|---|---|---|
| Audit | John A. Ornell; Adelene Q. Perkins; Robert J. Rosenthal | Ornell (Chair) | 8 | Laura A. Francis; John A. Ornell; Robert J. Rosenthal |
| Compensation | Bonnie H. Anderson; Cynthia M. Friend; Richard A. Packer; Hermann F. Requardt | Anderson (Chair) | 6 | Bonnie H. Anderson; Cynthia M. Friend; Hermann F. Requardt; Robert J. Rosenthal |
| Nominating & Governance | Cynthia M. Friend; William A. Linton; Richard A. Packer; Hermann F. Requardt | Packer (Chair) | 3 | Bonnie H. Anderson; William A. Linton; Richard A. Packer; Adelene Q. Perkins |
Fixed Compensation
| 2024 Director Fee Schedule (Cash) | Amount ($) |
|---|---|
| Board Service | 72,500 |
| Audit Committee Service | 18,000 |
| Audit Committee Chair | 17,000 |
| Compensation Committee Service | 8,000 |
| Compensation Committee Chair | 10,000 |
| Nominating & Governance Committee Service | 5,000 |
| Nominating & Governance Committee Chair | 7,000 |
| Lead Director Service | 25,000 |
| 2024 Director Compensation – Robert J. Rosenthal | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 90,500 |
| Equity Awards (grant-date fair value) | 165,035 |
| Total | 255,535 |
Performance Compensation
| Equity Grant | Grant Date | Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU grant (non-employee directors) | Jan 5, 2024 | 2,377 | 165,035 | Vests in full on Jan 5, 2025 (time-based) |
No director performance metrics are tied to these RSU grants; they are time-based vesting awards for non-employee directors .
Other Directorships & Interlocks
| Company | Relationship to BRKR | Potential Interlock/Conflict |
|---|---|---|
| Safeguard Scientifics, Inc. | Unrelated investor; publicly traded | Board reviewed related-person transactions; no relationships impairing independence disclosed |
| Galvanic Applied Sciences, Inc. | Unrelated; private | No conflicts disclosed |
Expertise & Qualifications
- Multi-decade leadership in life science tools and medical technology; prior senior roles at PerkinElmer and Thermo Fisher support oversight of Bruker’s sector .
- Corporate governance experience as public company director and Chairman; financial literacy affirmed for Audit Committee membership .
- Academic credentials: Ph.D. (Emory) and M.S. (SUNY) .
Equity Ownership
| Beneficial Ownership (as of April 1, 2025) | Shares | Percent of Class |
|---|---|---|
| Robert J. Rosenthal | 30,963 | * (less than 1%) |
| Equity Holdings (as of Dec 31, 2024) | Vested Options | Unvested RSUs |
|---|---|---|
| Robert J. Rosenthal | 12,500 | 2,377 |
| Stock Ownership Guidelines | Requirement | Status |
|---|---|---|
| Non-Employee Directors | 5x annual retainer | All directors have met the ownership guidelines; unvested RSUs count toward guideline; 5-year compliance window (Nov 2019 adoption) |
Policies:
- Hedging and pledging: Directors and employees are prohibited from hedging; pledging is prohibited (subject to a limited exception). Insider Trading Policy disallows pledging and margin accounts for directors and officers .
Governance Assessment
- Committee effectiveness: Active Audit Committee (8 meetings) and Compensation Committee (6 meetings) indicate robust oversight; Rosenthal’s continued Audit role and planned Compensation role broaden his influence over financial reporting and pay governance .
- Independence and attendance: Nasdaq independence affirmed; no impairing related-person transactions; Board-wide attendance ≥92% strengthens governance continuity and engagement .
- Ownership alignment: Director RSUs and 5x retainer ownership guideline (met by all directors) support alignment; hedging/pledging prohibitions reduce misalignment risk .
- Compensation structure: Director pay mix is balanced between cash retainers/committee fees and time-based RSUs; absence of performance metrics is typical for directors but reduces pay-for-performance linkage; no meeting fees disclosed, suggesting emphasis on retainer-based governance duties .
- RED FLAGS: None disclosed specific to Rosenthal. No pledging/hedging by individuals disclosed; Board’s independence review found no conflicts that impair independence . Continuous external roles (e.g., Chairman of Safeguard Scientifics) warrant monitoring for information flow and potential ecosystem overlaps, though no related-party transactions are disclosed .
Audit Committee Report signature: Rosenthal signed the Audit Committee’s report recommending inclusion of audited financials in the 2024 Form 10-K, evidencing engagement in financial oversight .