Business Context and Reporting Period
This Form 8-K Current Report was filed by Bruker Corporation on February 28, 2018. The filing discloses the approval of the 2018 Short-Term Incentive Compensation Program (2018 Short-Term ICP) for executive officers by the Compensation Committee of the Board of Directors.
Key Financial Metrics and Compensation Data
The filing does not report consolidated revenue, profit, cash flow, margins, debt, or liquidity metrics for the company. Instead, it details the 2018 base salaries and short-term incentive award targets for specific executive officers:
| Executive Officer | Title | 2018 Base Salary | 2018 Incentive Target | Target % of Base |
|---|---|---|---|---|
| Frank H. Laukien, Ph.D. | President and CEO | $736,450 | $1,031,130 | 140.0% |
| Mark R. Munch, Ph.D. | EVP and President, Bruker Nano Group | $556,432 | $347,770 | 62.5% |
| Juergen Srega | President, Bruker CALID Group | $413,702 | $237,879 | 57.5% |
| Burkhard Prause, Ph.D. | CEO, Bruker Energy & Supercon Technologies | $318,283 | $183,013 | 57.5% |
Note: Salaries for Mr. Srega and Dr. Prause are converted from Euros based on a rate of €1:$1.2292 as of February 27, 2018.
Material Changes and Personnel Updates
- Executive Departure: Anthony L. Mattacchione, Chief Financial Officer and Senior Vice President, resigned effective March 16, 2018. Consequently, no 2018 cash incentive plan was approved for him.
- Compensation Structure: The 2018 Short-Term ICP allocates 70% of the total cash incentive award potential to quantitative financial factors and 30% to individual qualitative factors.
Guidance, Outlook, and Performance Metrics
The filing outlines the specific performance goals tied to the quantitative portion of executive compensation, which serve as management's focus areas for 2018:
- Corporate Goals (CEO): Currency-adjusted organic revenue growth, non-GAAP operating profit improvement, non-GAAP earnings per share (EPS) growth, and reduction in the working capital ratio.
- Segment Goals (Division Presidents): For the Bruker Nano Group, Bruker CALID Group, and BEST segments, goals include currency-adjusted revenue growth, non-GAAP gross profit improvement, non-GAAP operating profit improvement, and working capital ratio improvement.
- Payout Mechanics: Quantitative awards have no threshold or maximum per goal but are subject to a maximum aggregate payout of 200% of the target bonus opportunity linked to quantitative goals. Qualitative awards range from 0% to 125% of targets.
Investor Verification Checklist
- Verify the effective date of Anthony L. Mattacchione's resignation and the appointment of a successor CFO.
- Review the attached Exhibit 10.1 for the full text of the 2018 Short-Term Incentive Compensation Program.
- Monitor future earnings reports to assess progress against the specific non-GAAP metrics (organic revenue growth, operating profit, EPS, working capital) defined in this filing.
- Confirm the currency conversion rates used for international executive compensation in subsequent filings if exchange rates fluctuate significantly.