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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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BRUKER CORPORATION
40 Manning Road
Billerica, MA 01821
(978) 663-3660

Dear Stockholder:

        On behalf of the board of directors and management of Bruker Corporation, I would like to invite you to attend our Annual Meeting of Stockholders to be held on Thursday, May 12, 2011 at 9:00 a.m., Local Time, at the offices of Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts.

        The Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the formal business to be conducted at the meeting, and Proxy Card, accompany this letter. The Company's Annual Report to Stockholders is also enclosed for your information.

        All Stockholders are invited to attend the Meeting. To ensure your representation at the Meeting, however, you are urged to vote by proxy by completing, dating and returning the enclosed Proxy Card. A postage-paid envelope is enclosed for that purpose. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the Stockholders is important.

        I look forward to your participation and thank you for your continued support.

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BRUKER CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

        Notice is hereby given that the Annual Meeting of the Stockholders of Bruker Corporation will be held on May 12, 2011, at 9:00 a.m., Local Time, at the offices of Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts, for the following purposes:

1.

To elect the five Class II nominees for director named in the accompanying proxy statement to hold office until the 2014 Annual Meeting of Stockholders.

2.

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2011.

3.

To hold an advisory vote to approve compensation paid to our named executive officers.

4.

To hold an advisory vote regarding the frequency of future advisory votes on executive compensation.

5.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

        The board of directors has fixed the close of business on March 31, 2011 as the record date for the determination of stockholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement thereof.

Billerica, Massachusetts
April 11, 2011

        All stockholders are invited to attend the meeting. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or by the internet, or by completing, dating and returning the enclosed Proxy Card in the enclosed postage-paid envelope. Your shares cannot be voted unless you vote by telephone or internet, date, sign and return the enclosed Proxy Card, or attend the meeting in person. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the stockholders is important. Even if you have given your proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you will not be permitted to vote in person at the meeting unless you first obtain a proxy issued in your name from the record holder.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2011:

This Proxy Statement and the accompanying Annual Report are available via the Internet at: http://ir.bruker.com

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BRUKER CORPORATION
PROXY STATEMENT

        This proxy statement and the enclosed proxy card are furnished in connection with the solicitation of proxies by the board of directors of Bruker Corporation (the "Company") for use at the 2011 Annual Meeting of Stockholders (the "2011 Annual Meeting") to be held on May 12, 2011, at the time and place set forth in the notice of the meeting and at any adjournments thereof. The approximate date on which this proxy statement and form of proxy are first being sent to stockholders is April 11, 2011.

        The holders of a majority in interest of all of the Company's common stock, par value $.01 per share ("Common Stock") issued, outstanding and entitled to vote are required to be present in person or be represented by proxy at the 2011 Annual Meeting in order to constitute a quorum for the transaction of business. Each share of Common Stock outstanding on the record date will be entitled to one vote on all matters.

        For Proposal No. 1, the five candidates for election as directors at the 2011 Annual Meeting who receive the highest number of affirmative votes will be elected. For Proposal No. 2, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2011, and Proposal No. 3, the non-binding, advisory vote regarding the compensation of the Company's named executive officers, the affirmative vote of holders of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote on the proposal will be required for approval. For Proposal No. 4, the non-binding, advisory vote regarding the frequency of the stockholder advisory vote to approve the compensation of the Company's named executive officers, the frequency that receives the highest number of votes will be deemed to be the non-binding recommendation of the Company's stockholders.

        Because abstentions with respect to any matter are treated as shares present or represented and entitled to vote for the purposes of determining whether that matter has been approved by the stockholders, abstentions have the same effect as negative votes for each proposal other than the election of directors and the advisory vote on the frequency of future advisory votes on executive compensation. The vote on frequency of future advisory votes on executive compensation asks stockholders to express a preference for one of three choices for future advisory votes on executive compensation: every year, every other year, or every three years. For purposes of the advisory vote on frequency of future advisory votes on executive compensation, abstentions have the same effect as not expressing a preference.

        If the enclosed proxy card is properly executed and returned, it will be voted in the manner instructed by the stockholder. If a proxy card is properly submitted but contains no instructions, the shares represented thereby will be voted FOR all nominees for director in Proposal No. 1, FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2011 in Proposal No. 2, FOR approval of the non-binding, advisory vote regarding the compensation of the Company's named executive officers in Proposal No. 3 and in favor, on a non-binding, advisory basis, of every three years as the frequency of the stockholder advisory vote to approve the compensation of the Company's named executive officers in Proposal No. 4. In addition, if other matters come before the meeting, the persons named in the accompanying proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. Any person signing the enclosed form of proxy has the power to revoke it by voting in person at the meeting or by giving written notice of revocation to the Secretary of the Company at any time before the proxy is exercised. Please note, however, that if your shares are held of record by a broker, bank or nominee and you wish to vote at the meeting, you will not be permitted to vote in person unless you first obtain a proxy issued in your name from the record holder.

        If shares are held in the "street name" of a broker or other nominee, the broker or nominee may not be permitted to exercise voting discretion with respect to certain of the proposals to be acted upon. If the broker or nominee is not given instructions as to how to vote such shares, the broker has authority under New York Stock Exchange rules to vote those shares for or against "routine" matters,

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such as the ratification of accounting firms. Brokers cannot vote on their customers' behalf on "non-routine" proposals such as the election of directors, approval of the advisory vote on the compensation of the Company's named executive officers, and the advisory vote on the frequency of voting on the compensation of the Company's named executive officers. These rules apply notwithstanding the fact that shares of the Company's Common Stock are traded on the NASDAQ Global Select Market. If the brokerage firm lacks discretionary voting power with respect to an item that is not a routine matter and you do not provide voting instructions (a "broker non-vote"), such shares will be counted for purposes of establishing a quorum to conduct business at the 2011 Annual Meeting, but will not be counted for purposes of determining whether stockholder approval of any particular matter has been obtained.

        The Company will bear the cost of the solicitation. Although it is expected that the solicitation will be primarily by mail, regular employees or representatives of the Company (none of whom will receive any extra compensation for their activities) may also solicit proxies by telephone, telecopier and in person and arrange for brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals at the expense of the Company.

        The Company's 2010 Annual Report, including the Company's audited financial statements for the fiscal year ended December 31, 2010, is being mailed to stockholders concurrently with this proxy statement.

        The Company's principal executive offices are located at 40 Manning Road, Billerica, Massachusetts 01821, and our telephone number is (978) 663-3660.

RECORD DATE AND VOTING SECURITIES

        Only stockholders of record at the close of business on March 31, 2011 are entitled to notice of and to vote at the meeting. On March 31, 2011, the Company had outstanding and entitled to vote 165,479,053 shares of Common Stock. Each outstanding share of Common Stock entitles the record holder to one vote. Broadridge Financial Solutions, Inc. will tabulate all votes that are received prior to the date of the Annual Meeting. The inspector of elections, who will be one of our employees or one of our attorneys, will receive Broadridge's tabulation, tabulate all other votes, and certify the voting results.

CORPORATE INFORMATION

        Bruker Corporation was incorporated in Massachusetts as Bruker Federal Systems Corporation. In February 2000, we reincorporated in Delaware as Bruker Daltonics Inc. In July 2003, we merged with Bruker AXS Inc., and we were the surviving corporation in that merger. In connection with that merger, we changed our name to Bruker BioSciences Corporation and formed two operating subsidiaries, Bruker Daltonics and Bruker AXS, into which we transferred substantially all of their respective assets and liabilities, except cash. In July 2006, we acquired Bruker Optics Inc., also a company under common control. In February 2008, we acquired the Bruker BioSpin group of companies, which we sometimes refer to as the Bruker BioSpin Group, also a group of companies under common control. In connection with the Bruker BioSpin acquisition, we changed our name to Bruker Corporation. Our five principal operating segments are Bruker BioSpin, Bruker Daltonics, Bruker MAT, Bruker Optics, and Bruker Energy & Supercon Technologies, or BEST.

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PROPOSAL NO. 1
ELECTION OF DIRECTORS

        The first proposal on the agenda for the 2011 Annual Meeting is the election of Stephen W. Fesik, Dirk D. Laukien, Richard M. Stein, Charles F. Wagner, Jr. and Bernhard Wangler to serve as Class II directors for a three-year term beginning at the 2011 Annual Meeting and ending at our 2014 Annual Meeting of Stockholders or until a successor has been duly elected and qualified. The Company's Certificate of Incorporation, as amended, provides that the board of directors shall consist of three classes of directors with overlapping three-year terms. One class of directors is to be elected each year for a three-year term. Directors are assigned to each class in accordance with a resolution or resolutions adopted by the board of directors, each class consisting, as nearly as possible, of one-third the total number of directors. There are currently thirteen members of our board of directors, consisting of four Class I directors, five Class II directors and four Class III directors.

        At the 2011 Annual Meeting, five nominees will be elected as Class II directors to serve for a term expiring at the 2014 Annual Meeting of Stockholders. The directors in each of Class I and Class III are serving terms expiring at the Company's Annual Meeting of Stockholders in 2013 and 2012, respectively.

        All of the nominees for Class II director, Stephen W. Fesik, Dirk D. Laukien, Richard M. Stein, Charles F. Wagner, Jr. and Bernhard Wangler, are currently Class II directors. All nominees were unanimously approved by our board of directors, including unanimous approval by our independent directors, upon the unanimous recommendation of the Nominating Committee, which is comprised of three independent directors.

        Unless marked otherwise, proxies received will be voted FOR the election of each of the five nominees for the office of director. If any such nominee is unwilling or unable to serve as a nominee for the office of director at the time of the 2011 Annual Meeting, the proxies may be voted either (1) for a substitute nominee who shall be designated by the present board of directors to fill such vacancy or (2) for the other nominees only, leaving a vacancy. Alternatively, the size of the board of directors may be reduced so that there is no vacancy. The board of directors has no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

        The Board of Directors recommends a vote FOR the election of each of the nominees for Director.

Certain Information Regarding Directors and Nominees

        The biographies of each of the nominees and continuing directors below contain information regarding each person's service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the board of directors to determine that the person should serve as a director of the Company in 2011.

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Nominees for Election to a Three-Year Term Expiring at the 2014 Annual Meeting

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BOARD LEADERSHIP STRUCTURE

        Under our bylaws, the chairman of the Company's board of directors has the power to preside at all meetings of the board. Dr. Frank Laukien, our Chief Executive Officer and President, serves as the Chairman of our board of directors and has done so throughout the time we have been a public company. Although the board believes that the combination of the Chairman and Chief Executive Officer roles is appropriate in the current circumstances, the board does not have a fixed policy regarding the combination or separation of the offices of Chairman and Chief Executive Officer. Our board of directors believes that it should have the flexibility to make these determinations at any given point in time in the way that it considers best to provide appropriate leadership for the Company at that time.

        The Chief Executive Officer is appointed by our board to manage the Company's daily affairs and operations. Dr. Frank Laukien's extensive industry knowledge and long history of direct involvement in the Company's operations make him best suited to serve as Chairman in order to (i) lead the board in productive discussions on important matters affecting the Company; (ii) create a firm link between management and the board and promote the development and implementation of corporate strategy; (iii) determine necessary and appropriate agenda items for meetings of the board with input from the independent lead director and board committee chairpersons; and (iv) determine and manage the amount of time and information devoted to discussion and analysis of agenda items and other matters that may come before the board. Additionally, his significant equity ownership, at over 23% of the outstanding shares of the Company's common stock, means that he has a close and direct alignment of interests with the interests of our other shareholders.

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        While we believe that having a unified Chairman and Chief Executive Officer is appropriate and in the best interests of the Company and its shareholders at this time, our board structure also fosters strong oversight by independent directors. Since 2004, an independent lead director has been appointed by the independent directors to ensure an independent leadership contact. The lead director's responsibilities include: (i) consulting with the Chairman regarding agenda items for board meetings; (ii) chairing executive sessions of the independent directors; (iii) calling executive sessions of the independent directors of the board and advising the Chairman and Chief Executive Officer of actions or deliberations at such sessions; (iv) acting as a liaison between the independent directors and the full board, as necessary; and (iv) establishing, in consultation with the Chairman and Chief Executive Officer and any appropriate board committees, procedures to govern the board's work, ensuring that the board of directors is appropriately approving strategy and supervising management's progress. Dr. William Linton has served in the role of lead director since the position was established in 2004. The Chairman and Chief Executive Officer consults periodically with the lead director on governance matters and on issues facing the Company. In addition, the lead director serves as the principal liaison between the Chairman and the independent directors and presides at executive sessions of independent directors at regularly scheduled in-person board meetings. The board of directors believes that this approach appropriately and effectively complements the Company's combined Chairman and Chief Executive Officer.

BOARD MEETINGS, COMMITTEES AND COMPENSATION

        There are thirteen members of our board of directors. Seven of our directors, namely Wolf-Dieter Emmerich, Stephen W. Fesik, Brenda J. Furlong, Richard D. Kniss, William A. Linton, Richard A. Packer, and Charles F. Wagner, Jr. meet the independence requirements of the NASDAQ Stock Market LLC, or NASDAQ, listing standards.

        During fiscal year 2010, the board of directors of the Company held seven meetings. Each director attended at least 75 percent of the total number of meetings of the board of directors and board committees of which he or she was a member in 2010. It is the policy of our board of directors that at least two directors, including at least one independent director, attend our Annual Meeting, either in person or by telephonic conference. Three directors attended our 2010 Annual Meeting. As described below, the board of directors has an Audit Committee, a Compensation Committee and a Nominating Committee.

        Audit Committee.    The Audit Committee of the board of directors is currently comprised of Brenda J. Furlong, Richard A. Packer, and Charles F. Wagner, Jr., each of whom satisfy the applicable independence requirements of the rules and regulations of the SEC and NASDAQ. Under these rules, we are required to have an Audit Committee consisting of at least three independent members. The Audit Committee met four times during the 2010 fiscal year. Each of Ms. Furlong, Chair of the Audit Committee, and Mr. Wagner qualifies as an audit committee financial expert pursuant to applicable SEC rules and regulations.

        The Audit Committee provides assistance to the board of directors in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting and internal control functions of the Company and its subsidiaries. The Audit Committee works extensively with the independent auditors, pre-approves all audit and non-audit services provided to the Company by its independent auditors, reviews the performance of the independent auditors and replaces or terminates the independent auditors when circumstances warrant. The Audit Committee is also charged with establishing and monitoring procedures for (i) the receipt, retention or treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential submission by the Company's employees of concerns regarding questionable accounting or auditing matters. None of the members of the Audit Committee has participated in the preparation of any financial statements of the Company at any time during the last three fiscal years.

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The Audit Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        Compensation Committee.    The Compensation Committee, which is comprised of Wolf-Dieter Emmerich, Stephen W. Fesik and Richard D. Kniss, all of whom meet the independence requirements of the NASDAQ Listing Rules, met six times during the 2010 fiscal year. Mr. Kniss is the Chairman of the Compensation Committee. The Compensation Committee (i) administers the Company's stock option plan; (ii) determines the chief executive officer's salary, bonus, and equity based compensation; (iii) oversees the executive compensation program for the Company's other executive officers; and (iv) determines such compensation, reviews general policy matters relating to compensation and employee benefits and makes recommendations concerning these matters to the board of directors. From time to time, the Company expects that various of its senior executive officers will provide analysis and recommendations to the Compensation Committee on compensation issues, as requested by the Compensation Committee. In particular, the Chief Executive Officer annually evaluates the performance of the Chief Financial Officer and the Chief Operating Officer and makes recommendations to the Compensation Committee regarding the compensation of these executive officers. The Compensation Committee reviews these performance evaluations and recommendations and, if the Committee deems appropriate, adopts the recommendations with little to no change. Our Chief Executive Officer, Chief Financial Officer and the Director of Human Resources may routinely attend meetings of the Compensation Committee to provide information relating to matters the Compensation Committee is considering. The Compensation Committee may, from time to time, meet in executive session without any executive officers present. The Compensation Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        Nominating Committee.    The Nominating Committee, which is comprised of Wolf-Dieter Emmerich, William A. Linton and Richard A. Packer, all of whom meet the independence requirements of the NASDAQ Listing Rules, was established by the board of directors in May 2010. Mr. Packer is the Chairman of the Nominating Committee. The purpose of the Nominating Committee is to assist the board in identifying and recruiting individuals qualified to become board members, consistent with criteria approved by the board, and to recommend to the board nominees for election to the office of director at the next annual meeting of stockholders, or for election to fill any vacancies between annual meetings. While the board of directors retains responsibility for selecting nominees and recommending them for election by the Company's stockholders, the Nominating Committee is responsible for developing and implementing a process to identify qualified and willing candidates for recommendation to the board. The Nominating Committee is assisted by non-voting advisors from our board, including Dr. Frank Laukien, our Chairman, President, CEO and largest stockholder, and Mr. Joerg Laukien, a director and significant stockholder. The role of the advisors is to provide input to the Nominating Committee from major shareholders of the Corporation. The Nominating Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        The Nominating Committee did not meet during fiscal year 2010. The Nominating Committee met twice in March 2011 and unanimously recommended the current slate of nominees for director to the full board of directors.

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DIRECTOR NOMINATIONS

        On March 3, 2004, the Company adopted a policy by board resolution governing the nomination of directors, according to which the full board of directors approves all nominees for board membership. All nominees must also be approved by a majority of the Company's independent directors. Upon recommendation of the Nominating Committee, the qualifications of candidates will be reviewed by at least a majority of the independent directors of the Company, as well as the full board of directors. Stockholders may recommend director candidates for inclusion by the board of directors in the slate of nominees which the board recommends to stockholders for election as described below.

        The process followed to identify and evaluate potential candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by the members of the Nominating Committee, the independent directors and the board. The Nominating Committee, the independent directors and the board are each authorized to retain advisers and consultants and to compensate them for their services. No such advisers or consultants were retained for this purpose during fiscal year 2010.

        The Company does not have a formal policy with regard to the consideration of diversity in identifying director nominees, but strives to identify and recruit director candidates with a variety of complementary skills so that, as a group, the board will possess the appropriate talent, skills and expertise to oversee the Company's business. When considering a potential director candidate, the Nominating Committee evaluates the entirety of each candidate's experience and qualifications. The Nominating Committee looks for personal and professional integrity, demonstrated ability and judgment and business experience.

        In considering whether to recommend any candidate for inclusion in the board's slate of recommended director nominees, the board and the independent directors apply the criteria which are set forth in a resolution of the board approved and adopted on March 3, 2004.

        These criteria include, but are not limited to, the following:

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experience in aspects of business or technology relevant to the Company's business;



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sufficient time available to devote to the affairs of the Company;



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character and integrity;



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ability to represent the best interests of stockholders as a whole rather than special interest groups;



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willingness to participate actively as a board member; and



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communication, decision-making and interpersonal skills.

        The board and the independent directors may also consider the following for some of the director nominees:

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experience serving as a director of a public company;



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familiarity with corporate governance issues;



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independence, as determined in accordance with SEC rules and regulations and NASDAQ listing standards;



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experience in running a comparable company or division of a comparable company;



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insight into the Company, its strategy, business model, operations, and financials;



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knowledge of industry trends and markets; and

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qualification as an "audit committee financial expert" to serve on the Audit Committee in accordance with SEC and NASDAQ definitions.

        In evaluating candidates recommended by the Nominating Committee, the board and the independent directors do not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the board to fulfill its responsibilities.

        Although the Company does not have a specific policy with respect to the nomination of directors by stockholders, the Nominating Committee will consider nominations made by stockholders. The Company believes that it is not necessary to have a policy for director nominations by stockholders because the board of directors, including the Nominating Committee and the independent directors, is able to effectively locate and evaluate potential candidates for nomination to the board of directors due to the directors' intimate knowledge of the Company and the life science industry. However, stockholders may communicate directly with the Nominating Committee of the board of directors by written communication submitted to Richard M. Stein at the address set forth below under "Stockholder Communications." Mr. Stein shall be primarily responsible for monitoring the communications and providing summaries or copies of such communications to the Nominating Committee or the board of directors as he deems appropriate, and, as described below, will submit communications to the Nominating Committee or the board of directors, as appropriate, relating to corporate governance matters and long-term corporate strategy. Stockholders may use this process to suggest potential nominations to the board of directors. Such suggested nominations shall be forwarded to the Nominating Committee and the proposed candidates shall be evaluated using substantially the same process and applying the same criteria as used and applied in evaluating candidates submitted by board members. Nominations must be received by the Company within the timeframe set forth herein under "Time for Submission of Stockholder Proposals."

        At the 2011 Annual Meeting, stockholders will be asked to consider the re-election of Stephen W. Fesik, Dirk D. Laukien, Richard M. Stein, Charles F. Wagner, Jr. and Bernhard Wangler to serve as Class II directors, all of whom are standing for election following the unanimous recommendation for nomination first by the Nominating Committee, and then by the full board of directors, including the unanimous approval of all of the Company's independent directors.

ROLE OF THE BOARD IN RISK OVERSIGHT

        Our board of directors considers general oversight of the Company's risk management efforts to be a responsibility of the entire board. The board's role in risk oversight includes receiving regular reports from members of senior management on areas of material risk to the Company, or to the success of a particular project or endeavor under consideration, including operational, financial, legal and regulatory, strategic and reputational risks. The full board of directors, or the Audit Committee in the case of financial and compliance risks that are within the oversight of the Audit Committee, receives these reports from members of management to enable the board or the Audit Committee to understand the Company's risk identification, risk management, and risk mitigation strategies. When a report is evaluated at the Audit Committee level, the chairperson of the Audit Committee subsequently reports on the matter to the full board to ensure coordination of the board's risk oversight activities. Our board of directors also believes that risk management is an integral part of our strategic planning process, which addresses, among other things, the risks and opportunities facing the Company.

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COMPENSATION OF DIRECTORS

        We pay the non-employee members of our board of directors a mix of cash and share-based compensation based on the determination of the Compensation Committee. Employee directors, including Dr. Frank Laukien, Dr. Dirk Laukien and Mr. Joerg Laukien, receive compensation only as employees of the Company and receive no additional compensation for service as a director. Dr. Tony Keller, who retired effective March 31, 2010, receives compensation for his ongoing service to the Bruker BioSpin Group and receives no additional cash compensation as a director of the Company. Directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the board or committees thereof.

Components of Director Compensation

        During 2010, directors other than the employee directors and Dr. Tony Keller were paid cash compensation according to the following schedule:

        In addition to the cash component of director compensation, share-based awards are made annually to non-employee directors as a component of their compensation. On January 5, 2010, the Company granted each non-employee director, other than Mr. Richard Stein, an annual equity award consisting of an option to purchase 6,000 shares of common stock. The 2010 option grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on January 5, 2011. On January 5, 2011, annual equity awards were granted to all non-employee directors other than Mr. Stein. The 2011 grants to non-employee directors again consisted of an option to purchase 6,000 shares of common stock. The 2011 grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on January 5, 2012.

        Dr. Wolf-Dieter Emmerich, Ms. Brenda Furlong, Dr. Tony Keller, Dr. Frank Laukien, Mr. Joerg Laukien, and Mr. Charles F. Wagner, Jr. also serve as members of the board of directors of Bruker Energy & Supercon Technologies, Inc. ("BEST"), a wholly-owned subsidiary of the Company. As non-employee directors of BEST, Dr. Emmerich, Ms. Furlong and Mr. Wagner are each entitled to receive $15,000 as an annual retainer, payable in four equal quarterly installments per annum, as well as meeting fees of $1,000 per meeting attended. Dr. Emmerich receives additional compensation of $7,500 per year for service as chair of the Compensation Committee of the BEST board of directors. For his service as a BEST director and chair of the BEST Compensation Committee, which began in March 2010, Dr. Emmerich received a pro-rated portion of the 2010 annual retainer and Compensation Committee compensation. Ms. Furlong receives additional compensation of $15,000 per year for service as chair of the Audit Committee of the BEST board of directors. Mr. Wagner receives additional compensation of $10,000 per year for service on the Audit Committee of the BEST board of directors. For his service as a BEST director and member of the BEST Audit Committee, which began in June 2010, Mr. Wagner received a pro-rated portion of the 2010 annual retainer and Audit Committee compensation. In April 2010, Dr. Emmerich was granted options to purchase 10,000 shares of BEST common stock upon his election to the BEST board. Additionally, as newly-appointed chair of the BEST Compensation Committee, in July 2010 Dr. Emmerich received options to purchase an additional 5,000 shares of BEST common stock. Mr. Wagner was also granted options to purchase 10,000 shares of BEST common stock in July 2010 in connection with his election to the BEST board.

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The 2010 BEST option grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning in 2011.

        The following table provides information concerning the compensation paid by us to each of our non-employee directors for the fiscal year ended December 31, 2010. The compensation received by Dr. Frank Laukien, our President and Chief Executive Officer, is shown in the 2010 Summary Compensation Table on page 31 of this proxy statement. The compensation paid to each of Dr. Dirk Laukien and Mr. Joerg Laukien as employees of the Company, as well as to Dr. Keller for his service to the Bruker BioSpin Group, is described under the heading "Transactions with Related Persons" beginning on page 34 of this proxy statement.

2010 Director Compensation Table

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding beneficial ownership of the Company's common stock as of April 5, 2011 by (i) each person who is known by the Company to own beneficially more than 5% of the Company's common stock, (ii) each of our directors, (iii) each named executive officer of the Company, as defined in "Summary of Executive Compensation," and (iv) all directors and executive officers who served as directors or named executive officers as of April 5, 2011 as a group. Unless otherwise noted, the address of each beneficial owner is c/o Bruker Corporation, 40 Manning Road, Billerica, Massachusetts 01821.

 

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EXECUTIVE OFFICERS

        The Company's executive officers are:

        Our executive officers are elected by the board of directors and serve until their successors have been duly elected and qualified. Our board of directors has determined that the Company has no other executive officers as of the date of this proxy statement and had no other executive officers during the fiscal year ended December 31, 2010. For biographical information relating to Dr. Frank Laukien, who serves as both an executive officer and a director of the Company, please see "Certain Information Regarding Directors and Nominees" above. Biographical information relating to our non-director executive officers is presented below.

        William J. Knight.    In November 2009, Mr. Knight was appointed Chief Operating Officer of the Company effective February 1, 2010. Prior to assuming his current role, Mr. Knight served as the Chief Financial Officer from October 2004 until February 2010 and as Treasurer from October 2004 to March 2009. Mr. Knight served as Chief Financial Officer of Anika Therapeutics, Inc., a provider of therapeutic products, from 2002 to 2004. He also served as Chief Financial Officer of Zycos, Inc., a developer of DNA-based therapeutic products, from 2000 to 2002, and as Chief Financial Officer of NMT Medical, Inc., a provider of cardiovascular and neurological medical devices, from 1998 to 2000. Mr. Knight is a Certified Public Accountant and holds a B.B.A. in Accounting from the University of Wisconsin.

        Brian P. Monahan.    In November 2009, Mr. Monahan was appointed Chief Financial Officer of the Company effective February 1, 2010. From March 2009 until assuming his role as Chief Financial Officer, Mr. Monahan served as Chief Accounting Officer and Vice President of Finance. Mr. Monahan joined the Company in April 2004 as Corporate Controller and was appointed Chief Accounting Officer and Vice President of Finance in March 2009. In addition to his corporate responsibilities, Mr. Monahan has served in various financial and operational roles at the Company's Bruker Daltonics division. Before joining the Company, Mr. Monahan served as Manager of Accounting and Financial Reporting at Fisher Scientific International, Inc. from December 2002 through April 2004 and as an audit manager for PricewaterhouseCoopers LLP from July 1999 through December 2002. Mr. Monahan is a Certified Public Accountant and holds a B.S. in Accounting from the University of Massachusetts.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Overview

        Our executive compensation program is designed to attract, motivate and retain the individuals that lead the Company. Our approach to compensation for our executive officers targets a mix of competitive salaries, performance-based cash incentive awards linked to corporate and individual objectives and long-term equity incentive awards. We believe that our compensation policies and practices are effectively designed to motivate and reward performance, and that the mix of compensation elements creates incentives that are closely aligned with increasing shareholder value.

        Our performance in fiscal year 2010 was strong, as our year-over-year revenue grew by 17% to $1.3 billion and our stock price increased approximately 38%. Despite continuing uncertainty in the global economic environment throughout much of 2010, we realized solid improvements in key

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measures such as gross profit margin and operating income and our earnings per share grew by approximately 18%. During the year we also completed several strategically important acquisitions that offered opportunities to enhance our product portfolio and expand our market reach, and we made significant progress toward integrating the acquired businesses.

        Highlighted below are some of the key actions and decisions with respect to our executive compensation programs for fiscal year 2010, as approved by the Compensation Committee:

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Salaries.  Due to the uncertainty of the economic climate, certain members of our management team, including each of the current executive officers, had voluntarily accepted temporary salary reductions for fiscal 2009 ranging from 10% to 25% of their respective 2008 base salary. For the fiscal year ended December 31, 2010, the Compensation Committee restored our Chief Executive Officer's base salary to the level it had been in 2008 prior to his accepting a 25% voluntary reduction for fiscal 2009. Salaries for our Chief Operating Officer and our Chief Financial Officers were maintained at the levels set by the Compensation Committee in November of 2009 upon their promotions to their respective positions.



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Performance-Based Cash Incentive Awards and Payouts.  Consistent with our pay-for-performance philosophy, a significant portion of our executive officers' total compensation potential for fiscal year 2010 was linked to achievement of corporate and individual quantitative and qualitative goals.



•

As with past years, the Compensation Committee established specific fiscal year 2010 quantitative and qualitative goals for each executive officer. For fiscal years beginning with 2010, however, the Compensation Committee revised the Company's methodology for determining the amounts to be awarded to our named executive officers based on annual quantitative and qualitative performance goals in order to more closely align bonus potential with actual performance. Under the revised methodology, the payment for cash incentive bonuses linked to the achievement of pre-established quantitative performance goals is calculated based on percentage achievement of the quantitative target goal, with no threshold or maximum. Payments for full or partial achievement of qualitative goals are made in a range of 50% to 100%, based on the Compensation Committee's determination of the level of achievement with respect to each qualitative goal.



•

For fiscal years 2010 through 2012, the Compensation Committee determined that quantitative targets related to revenue growth, gross margin improvement, operating margin improvement, earnings per share and working capital management are an appropriate mix of targets for measuring our executive officers' contributions to achieving the Company's strategic goals. For each of the years 2010, 2011 and 2012, performance of our executive officers is to be measured against our business plan goals for these key metrics, with specific target levels to be established annually.



•

Annual cash incentive awards for fiscal 2010 rewarded our executive officers for exceeding our financial goals. Our executive officers received 147% of their 2010 quantitative bonus targets based on our actual performance relative to the target levels. In addition, our executive officers earned varying amounts based on their relative levels of achievement with respect to their individual qualitative bonus goals.



•

As named executive officers assume greater responsibility, a larger portion of their total cash compensation is designed to and does become dependent on Company and individual performance. For example, for fiscal 2010, amounts earned by our Chief Executive Officer based upon achievement of corporate financial goals and individual qualitative goals represented 59% of his total 2010 cash compensation.

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•

Long-Term Incentive Awards.  Upon consideration of a variety of factors, including our stock price, outstanding equity awards, and substantial equity awards in 2009 to our Chief Operating Officer and Chief Financial Officer, the Compensation Committee did not grant equity awards to our executive officers in 2010.

Executive Compensation Philosophy

        Our key objectives in structuring and determining executive compensation are to:

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attract and retain qualified executive officers;



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motivate existing officers to perform;



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reward outstanding corporate performance;



•

align compensation with Bruker Corporation annual and long-term performance goals;



•

enhance our profitability; and



•

maximize stockholder value.

        To achieve these objectives, we have embraced a compensation philosophy that seeks to align compensation with our strategic objectives and reward our executive officers for meeting certain performance goals. Executive compensation is based in part on a pay-for-performance philosophy, through annual incentive bonus awards which emphasize both company and individual performance measures that correlate closely with the achievement of our short and long term performance objectives. To motivate our executive officers, we focus on cash compensation in the form of salary and bonus, a portion of which is tied to the individual's performance, and we augment this cash compensation annually with equity grants. In structuring executive compensation, the Compensation Committee focuses on our goal of long-term enhancement of stockholder value through grants of equity incentive awards with extended vesting schedules.

Compensation Process and Methodology

        Our executive compensation program is administered by the Compensation Committee of the board of directors. The Compensation Committee oversees the Company's stock option plan, determines the chief executive officer's salary, bonus, and equity-based compensation, oversees the executive compensation program for our other executive officers, including reviewing and approving the overall values and forms of compensation for the named executive officers listed in the 2010 Summary Compensation Table included in this proxy statement as well as for other officers, reviews general policy matters relating to compensation and employee benefits and makes recommendations concerning these matters to the board of directors.

        The Compensation Committee annually assesses competitive market compensation for our executive officers using a variety of sources, including cash compensation data derived from an independent source, Salary.com's CompAnalyst Executive, for a reference group of publicly-traded companies in the same or similar industries. Although individual pay is driven largely by individual and corporate performance considerations, the Compensation Committee uses the reference group data as a "market check" to ensure that individual cash compensation levels remain reasonable and competitive. Although the companies in the reference group vary in terms of size, with some being significantly larger than us and others being significantly smaller than us, the Compensation Committee believes that a reference group consisting of competitors of various sizes provides useful insight for their consideration of compensation levels, including information about the range and median of competitive salaries and cash bonuses. Our management provides input on companies considered for inclusion in the reference group, but the Compensation Committee makes the final determination as to the reference group selection. The companies that are included in the reference group are reviewed

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annually by management and the Compensation Committee and can change from year to year as market conditions warrant.

        For the fiscal year ended December 31, 2010, the reference group selected by the Compensation Committee for evaluating the recommended base pay and annual incentive bonus targets of our Chief Executive Officer and Chief Financial Officer included:

        The Compensation Committee considered market capitalization and revenue, in addition to certain qualitative factors, to be appropriate for evaluating the competitiveness of potential cash compensation, including the target level of cash incentive bonuses, of our executive officers' compensation relative to the compensation of executives in similar functions at these companies. In general, the Compensation Committee considered the median compensation levels of the companies in the reference group to be appropriate competitive comparisons, in light of our relative market position. The following compares the Company to the selected reference group for these key metrics and compares the potential cash compensation, including the target level of cash incentive bonuses, of our Chief Executive Officer and Chief Financial Officer to the median cash compensation of comparable executives in the reference group (dollars in billions, except total cash compensation):

        The Compensation Committee selected a broader group of companies, primarily in the fields of healthcare and biotechnology, as a reference group for reviewing potential cash compensation, including the target level of the cash incentive bonus, of the Chief Operating Officer. The Compensation Committee believed that an expanded group was useful because many of the companies in the Chief Executive Officer and Chief Financial Officer reference group did not have chief operating officers. A broader reference group provided the Compensation Committee with additional data to assess the reasonableness and competitiveness of our Chief Operating Officers' salary and target cash incentive bonus compensation.

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        For the fiscal year ended December 31, 2010, the reference group selected by the Compensation Committee for evaluating the base pay and annual incentive bonus target of the Chief Operating Officer included:

        In assessing and approving the recommended compensation potential of our Chief Operating Officer, the Compensation Committee considered the compensation levels of chief operating officers within companies in the reference group in light of our relative market position, including the fact that a number of the companies in the reference group were considerably smaller in terms of market capitalization. The following compares the Company to the selected reference group for these key metrics and compares the potential cash compensation, including the target level of cash incentive bonus, of our Chief Operating Officer to the median cash compensation of comparable executives in the reference group (dollars in billions, except total cash compensation):

Role of Management

        The Chief Executive Officer is responsible for making recommendations to the Compensation Committee for our company-wide performance goals and the bonus goals and weightings for the Chief Operating Officer and the Chief Financial Officer. The Chief Executive Officer is also responsible for developing and providing a proposal to the Compensation Committee for his own bonus plan and target levels. The Compensation Committee reviews the recommendations of the Chief Executive Officer and determines the final bonus structure and goals for each of these executive officers, including threshold and target bonus levels. After the close of the fiscal year, the Chief Executive Officer provides the Compensation Committee with his assessment of the performance of the Chief Operating Officer and the Chief Financial Officer against their respective bonus goals and proposed bonus payout. When determining the bonus payout for the executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on its assessment of the executive officer's performance relative to the performance-based goals. The determination of the bonus earned is generally made within the first quarter after the end of the fiscal year, allowing time to assess the achievement of the bonus goals. On occasion, additional bonuses in excess of those calculated to have been earned have been awarded by the Compensation Committee in recognition of exceptional individual performance or contributions to company performance.

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Components of Executive Compensation

        Total compensation consists of cash compensation in the form of annual base salary and annual incentive bonus awards, as well as long-term incentive compensation in the form of stock option and restricted stock grants.

        Annual Base Salary.    Base salaries are determined based on a variety of factors, including each officer's levels of responsibility, experience and potential, and a comparison of salaries paid to peers within the Company and to those with similar roles at other companies. Base salaries are set at levels that the Compensation Committee believes are reasonably competitive to allow us to attract and retain qualified managers.

        Base salaries are reviewed annually and may be adjusted after considering the various factors described above. The Chief Executive Officer makes base salary recommendations to the Compensation Committee for the Chief Operating Officer and the Chief Financial Officer. When setting the base salaries of these executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on the factors listed above and the executive officer's performance during the previous year. The Compensation Committee also evaluates the performance of and sets the salary for the Chief Executive Officer.

        Annual Cash Incentive Awards.    Annual incentive awards in the form of performance-based cash incentive bonuses for the Chief Executive Officer and our other executive officers are based upon management's success in meeting our financial and strategic goals. Typically, specific criteria for these bonuses have been determined based on a combination of qualitative and quantitative measures established each year by the Compensation Committee after consultation with management. The specific individual goals vary for each executive based on their responsibilities and role within our company and may include financial or strategic measures, including, among others, revenue growth, gross profit and operating profit margin improvement, working capital ratio improvements, achieving return on invested capital goals, meeting earnings per share targets, identifying and developing new product and market opportunities and furthering or achieving other strategic initiatives. The individual goals are intended to reward performance which results in our Company meeting or exceeding its financial goals.

        The Compensation Committee also considers the mix of performance goals in order to balance the incentives created to mitigate risks that may be associated with a particular performance goal. In 2010, for example, the executive officers' revenue target goal was combined with gross profit margin improvement, operating margin improvement, working capital and earnings per share goals that emphasized cost reduction as well as top-line performance. Cash incentive bonus awards reflect both the individual's performance compared with his performance goals for the year and the overall performance of our company.

        Long-Term Incentives.    Equity incentive compensation in the form of stock options and restricted stock is designed to provide long-term incentives to executive officers and other employees, to encourage the executive officers and other employees to remain with us and to enable recipients to develop and maintain a long-term stock ownership position in the common stock, which in turn motivates the recipient to focus on long-term enhancement in stockholder value. The Company's 2010 Incentive Compensation Plan is the vehicle used for grants of stock options and restricted stock to our executive officers and other employees. Company management evaluates the efficacy of our long-term incentive compensation on an ongoing basis, and may from time to time provide input and recommendations to the Compensation Committee with regard to the optimal form and extent of equity incentives to be granted to employees, including the executive officers.

        While generally granted on an annual basis, all options and restricted stock grants are discretionary and may be granted by the Compensation Committee at any time. Our company has not adopted

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performance-vesting, meaning that individual vesting is not based upon the achievement of any specific goals or objectives. The Compensation Committee does, however, consider the individual and Company's performance in determining the total and individual equity awards. The Compensation Committee has determined that equity compensation awards to executives and all other employees should be based upon the economic value of the grant award and should be considered part of the overall compensation package in determining award levels. In making specific grants to executives, the Compensation Committee evaluates each executive officer's total equity compensation package. The Compensation Committee generally reviews the option and restricted stock holdings of each of the executive officers as well, including vesting and exercise price and the then current value of such options or restricted stock. We consider long-term equity compensation to be an integral part of a competitive executive compensation package as a way to reinforce the individual's commitment to the Company and an important mechanism to align the interests of management with those of our stockholders. Annual grants are generally made in the first or second quarter of each year. In 2010, however, the Company did not award stock options to the named executive officers.

Mix of Compensation

        In accordance with our pay-for-performance philosophy, short-term cash incentive compensation and long-term equity incentive awards are intended to be a significant portion of overall compensation, with this at-risk component increasing as a percentage of overall compensation potential as the officer's responsibility increases. For example, in 2010 over 50% of our Chief Executive Officer's potential cash compensation, and approximately 30% of each of our other named executive officers' potential cash compensation, was at risk through short-term cash incentive programs.

Fiscal 2010 Base Salaries

        Base salaries of our executive officers are reviewed annually by the Compensation Committee and may be adjusted to reflect competitive conditions or individual performance. In 2007, the Compensation Committee reviewed peer group salary information and determined that the salaries of the Company's executive officers were each below the median of their peer group comparables. The Compensation Committee therefore approved management's recommendation to phase in base salary increases over a multi-year period commencing in 2008 to raise, as appropriate, each executive officers' salary component of compensation to a more competitive level relative to the peer group. For 2009, however, as part of a series of cost-reduction initiatives in a deteriorating global economic environment, certain members of our management team, including each of the current executive officers, voluntarily accepted temporary salary reductions ranging from 10% to 25% of their respective 2008 base salary.

        For 2010, the Compensation Committee restored Dr. Laukien's base salary to $425,000, the level it had been prior to his volunteering a 25% salary reduction for 2009. Consistent with our pay-for-performance philosophy, Dr. Laukien's base salary remains below the median salary of Chief Executive Officers of the selected reference group and represents less than half of his potential total cash compensation.

        In November 2009, upon being promoted to their current positions, Mr. Knight, our Chief Operating Officer, and Mr. Monahan, our Chief Financial Officer, were awarded base salary increases of approximately 23% and 53%, respectively, or approximately 21% and 49%, respectively, above their salaries prior to accepting a 10% voluntary salary reduction for 2009. The Compensation Committee determined that the adjusted salary levels of $355,000 for Mr. Knight and $275,000 for Mr. Monahan were appropriate in light of their increased responsibilities and the Committee's assessment of competitive market conditions for individuals with similar experience serving in similar positions. The salaries of Mr. Knight and Mr. Monahan remained at these adjusted levels throughout 2010.

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Cash Incentive Plans and Review of Fiscal 2010 Performance

        Following a review in 2009 of the Company's cash incentive plan metrics and structure, the Compensation Committee revised the Company's methodology for determining the amounts to be awarded to our named executive officers based on annual quantitative and qualitative performance goals. Under the methodology adopted by the Compensation Committee for years beginning with 2010, the payment for cash incentive bonuses linked to the achievement of pre-established quantitative performance goals will be calculated based on percentage achievement of the quantitative target goal, with no threshold or maximum. In cases where an individual quantitative goal improvement metric is less than 1%, the payout for achievement of that goal will be 100% up to a full 1.0% improvement, and pro-rata for achievement in excess of 1.0%. If the less than 1% goal is not achieved, then for each 0.1% shortfall the payment will be reduced by 10%. For example, for a goal of 0.5% improvement in operating margin, achievement of a 0.8% improvement would result in a 100% payment of the target with respect to that goal, achievement of a 1.1% improvement would result in a 110% payment of the target with respect to that goal and achievement of a 0.4% improvement would result in a 90% payment of the target with respect to that goal. Payments for qualitative goals will be made in a range of 50% to 100%, with 50% of the target amount payable if the Compensation Committee determines that a qualitative goal was partially achieved, 75% of the target amount payable if the Compensation Committee determines that a qualitative goal was substantially achieved and 100% of the target amount payable if the Compensation Committee determines that a qualitative goal was fully achieved. For example, if an executive officer achieves 30% of a quantitative performance goal then the 2010 cash incentive bonus will include an amount equal to 30% of the target amount allocated to that goal. If the Compensation Committee determines that the executive officer has made substantial progress toward achieving a qualitative performance goal, the cash incentive bonus payment will include an amount equal to 75% of the target amount allocated to that goal. In order to provide additional motivation to the executive officers, and to reward outstanding corporate performance, the Compensation Committee has not set a maximum amount that can be earned in the event that the executive officers exceed their quantitative goals in the performance-based incentive plans. Bonus awards linked to individual qualitative goals, however, are to be limited to 100% of the target bonus amount allocated to each of those goals. The Compensation Committee may, in their discretion, award cash incentive bonuses above the target level in the event it determines that an executive officer has delivered exceptional performance.

2010 – 2012 Cash Incentive Plans

        The Company believes that revenue growth and enhanced operating efficiency are critical to our success and will be key drivers of delivering value to our shareholders. The Compensation Committee has determined that the quantitative incentive targets set forth below, effective for 2010 through 2012, provide balanced incentives and are an appropriate mix of targets for measuring our executive officers' contributions to achieving the Company's strategic goals. For each of the years 2010, 2011 and 2012, performance of our executive officers is to be measured against our business plan goals for these key metrics. Quantitative factors will continue to provide 70% of total cash incentive compensation potential, with the remaining 30% allocated to individual qualitative factors to be established by the Compensation Committee annually after consultation with management.

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Fiscal 2010 Targets and Performance

        Specific 2010 cash incentive targets, performance goals and weightings established by the Compensation Committee to measure and reward the performance of the named executive officers were as follows:

        The Compensation Committee set Dr. Laukien's 2010 target bonus at $550,000, unchanged from the 2009 target level. Dr. Laukien's target bonus level was maintained at the prior year level based on the Compensation Committee's determination that the target amount continued to provide an appropriate cash incentive relative to his base salary and total compensation mix. Mr. Knight's bonus target for 2010 was set at $150,000, a 7% increase over the 2009 target level of $140,000. Mr. Monahan's bonus target for 2010 was set at $125,000, a 25% increase over his 2009 bonus target of $100,000. In recommending the increase in Mr. Monahan's bonus target levels for 2010, the Chief Executive Officer considered compensation paid to chief financial officers in our reference group as well as employees in comparable positions at the Company's subsidiaries. Based on that review, the Chief Executive Officer and the Compensation Committee determined that Mr. Monahan's aggregate cash compensation potential remained below the reference group median and that it should be increased to a level more comparable to the median of the comparison group, with greater emphasis placed on the at-risk component.

2010 Quantitative Goals:
(70% of Target Bonus Potential)

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(1)

The amounts in this column reflect the grant date fair value of awards of stock options, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculations of these amounts may be found in Note 2 to our 2010 audited financial statements included in the Company's Annual Report on Form 10-K filed with the SEC on March 1, 2011. The actual amount realized by the director will likely vary based on a number of factors, including our performance, stock price fluctuations and applicable vesting.

(2)

Dr. Laukien received a special bonus of $50,000 and Mr. Knight and Mr. Monahan each received a special bonus of $20,000 in connection with their contributions to the acquisitions of Veeco Metrology Inc., a scanning probe microscopy and optical industrial metrology business and of certain assets and liabilities in Varian, Inc.'s inductively coupled plasma mass spectrometry instruments business, laboratory gas chromatography instruments business, and gas chromatography triple-quadrupole mass spectrometry instruments business.

(3)

Amount represents a matching contribution made by the Company to the 401(k) plan for the benefit of Dr. Frank Laukien.

(4)

Amount reflects the grant date fair value of an option to purchase 10,000 shares of BEST granted on October 1, 2009 to Dr. Frank Laukien as a director of BEST pursuant to the BEST Plan.

(5)

Mr. Knight served as Chief Financial Officer throughout 2009. In November 2009, Mr. Knight was named Chief Operating Officer, effective February 1, 2010.

(6)

Amount represents a matching contribution made by the Company to the 401(k) plan for the benefit of Mr. Knight.

(7)

Mr. Knight received a special bonus of $50,000 and Mr. Monahan received a special bonus of $20,000 in connection with their contributions to the Bruker BioSpin Group acquisition.

(8)

During the first quarter of 2009, Mr. Monahan was promoted from Corporate Controller to the positions of Vice President of Finance and Chief Accounting Officer. In November 2009, Mr. Monahan was named Chief Financial Officer, effective February 1, 2010.

(9)

Amount represents a matching contribution to the 401(k) plan for the benefit of Mr. Monahan.

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(1)

There are no thresholds or maximums under the named executive officer's cash incentive targets.

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(1)

In addition to the awards reported for equity securities of Bruker Corporation, Dr. Frank Laukien held options to purchase 10,000 shares of BEST, of which options to purchase 3,333 shares were exercisable and options to purchase 6,667 shares were unexercisable as of December 31, 2010. The BEST options have an exercise price of $3.00 per share, vest in three annual installments commencing on October 1, 2010, and expire October 1, 2019.

(2)

Shares vest on the anniversary of the grant date, beginning January 5, 2007.

(3)

Options vest in four equal annual installments on the anniversary of the grant date, beginning August 1, 2008.

(4)

Options vest in four equal annual installments on the anniversary of the grant date, beginning May 7, 2009.

(5)

Options vest in five equal annual installments on the anniversary of the grant date, beginning August 1, 2008.

(6)

Options vest in five equal annual installments on the anniversary of the grant date, beginning May 7, 2009.

(7)

Options vest in five equal annual installments on the anniversary of the grant date, beginning November 5, 2010.

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(1)

Represents the number of shares of restricted stock that vested during fiscal 2010. These shares were granted in January 2006 and vested in January 2010.

(2)

Represents the number of shares vested multiplied by the closing price of Bruker Corporation common stock on the NASDAQ Global Select Market as of the vesting date.