Shareholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Shareholders' Equity

19. Shareholders’ Equity

Share Repurchase Program

In May 2019, the Company’s Board of Directors approved a share repurchase plan (the “2019 Repurchase Program”) authorizing the purchase of the Company’s common stock up to $300.0 million from time to time, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations. The Company purchased a total of 555,602 shares at an aggregate cost of $34.5 million under the 2019 Repurchase Program during the year ended December 31, 2021. The Company completed the 2019 Repurchase Program in April 2021, after reaching the maximum cumulative spend.

In May 2021, the Company’s Board of Directors approved a share repurchase plan (the “2021 Repurchase Program”) authorizing the purchase of the Company’s common stock up to $500.0 million from time to time over a two-year period, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations. The Company purchased a total of 4,215,094 shares at an aggregate cost of $264.7 million during the year ended December 31, 2022. The Company purchase a total of 1,537,217 shares at an aggregate cost of $118.9 million during the year ended December 31, 2021. The remaining authorization as of December 31, 2022 is $116.6 million. At February 22, 2023, $94.4 million remains for future purchase under the 2021 Repurchase Program.

Cash Dividends on Common Stock

Dividends are declared by the Company’s Board of Directors ("Board") in accordance with the Company’s dividend policy. Under the policy, the Company targeted a $0.16 per share cash dividend per annum to the Company’s shareholders payable in equal quarterly installments. Beginning in 2022, the Company is targeting a cash dividend to our shareholders in the amount of $0.20 per share per annum, payable in equal quarterly installments.

Subsequent dividend declarations and the establishment of record and payment dates for such future dividend payments, if any, are subject to the Board's continuing determination that the dividend policy is in the best interests of the Company’s shareholders. The dividend policy may be suspended or canceled at the discretion of the Board at any time. In February 2023, the Company announced that our Board had declared a quarterly dividend of $0.05 per share that will be payable in March 2023.

Accumulated Other Comprehensive Income (Loss)

The following is a summary of the components of accumulated other comprehensive income (loss), net of tax (in millions):

	Foreign Currency Translation			Derivatives Designated As Hedging Instruments			Pension Liability Adjustment			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2019	$	43.1		$	(15.7	)	$	(52.9	)	$	(25.5	)
Other comprehensive income (loss)		97.8			(75.8	)		2.3			24.3
Realized gain on reclassification		—			—			4.9			4.9
Balance at December 31, 2020		140.9			(91.5	)		(45.7	)		3.7
Other comprehensive (loss) income		(77.8	)		51.4			11.6			(14.8	)
Realized gain on reclassification		—			—			2.9			2.9
Balance at December 31, 2021		63.1			(40.1	)		(31.2	)		(8.2	)
Other comprehensive income (loss)		(66.2	)		44.2			43.8			21.8
Realized gain on reclassification		—			—			1.2			1.2
Balance at December 31, 2022	$	(3.1	)	$	4.1		$	13.8		$	14.8

Stock Compensation Plans

On March 9, 2010, the Company’s Board of Directors unanimously approved and adopted the Bruker Corporation 2010 Incentive Compensation Plan (the “2010 Plan”), and on May 14, 2010, the 2010 Plan was approved by the Company’s shareholders. The 2010 Plan provided for the issuance of up to 8,000,000 shares of the Company’s common stock. The 2010 Plan allowed a committee of the Board of Directors determined to be the Compensation Committee, to grant incentive stock options, non-qualified stock options and restricted stock awards. The Compensation Committee had the authority to determine which employees would receive the awards, the amount of the awards and other terms and conditions of any awards. Awards granted under the 2010 Plan typically were made subject to a vesting period of three to five years. As of December 31, 2022, 5,545,090 options and 570,011 restricted stock awards have been granted under the 2010 Plan. At December 31, 2022, 393,535 options were outstanding under the 2010 Plan.

In May 2016, the Bruker Corporation 2016 Incentive Compensation Plan (the “2016 Plan”) was approved by the Company’s shareholders. With the approval of the 2016 Plan, no further grants will be made under the 2010 Plan. The 2016 Plan provides for the issuance of up to 9,500,000 shares of the Company’s common stock and permits the grant of awards of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance shares and performance units, as well as cash-based awards. The 2016 Plan is administered by the Compensation Committee. The Compensation Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards. Stock option awards granted under the 2016 Plan typically vest over a period of one to four years. As of December 31, 2022, 1,559,188 options and 2,391,596 restricted stock units have been granted under the 2016 Plan. At December 31, 2022, 780,090 options and 635,868 restricted stock units were outstanding under the 2016 Plan.

In June 2022, the Company's shareholders approved the 2022 Employee Stock Purchase Plan, under which eligible employees may contribute up to 10% of their earnings toward the semi-annual purchase of the Company's stock. The plan makes available 2,500,000 shares. Each plan enrollment period covers six months beginning June 1 and December 1 of each year. The purchase price per share of the Company's stock is equal to 90% of the lower of (1) the fair market value per share of the Company's stock on the first day of the applicable purchase period or (2) the fair market value per share of the Company's stock on the applicable purchase date, unless otherwise specified by the Plan Administrator before the start of any purchase period.

Members of the Company’s Board of Directors receive an annual award of restricted stock units which vest over a one-year service period. Stock options to purchase the Company’s common stock are periodically awarded to executive officers and other employees of the Company subject to a vesting period of three to four years. Restricted shares of the Company’s common stock were periodically awarded to executive officers, directors and certain key employees of the Company, subject to service restrictions, which vested ratably over periods of one to four years. The restricted shares of common stock may not be sold or transferred during the restriction period. Restricted stock units of the Company’s common stock are periodically awarded to executive officers, directors and certain employees of the Company which vest ratably over service periods of one to four years.

Stock-based Compensation

The following presents the impact of stock-based compensation expense on our consolidated statements of income (in millions):

	2022		2021		2020
Stock options	$	1.5	$	1.3	$	1.8
Restricted stock units		14.1		13.2		11.5
Employee Stock Purchase Plan		0.1		—		—
Total stock-based compensation	$	15.7	$	14.5	$	13.3
	2022		2021		2020
Cost of product revenue	$	1.1	$	2.2	$	2.0
Selling, general and administrative		13.3		10.1		9.3
Research and development		1.3		2.2		2.0
Total stock-based compensation	$	15.7	$	14.5	$	13.3

In addition to the awards above, the Company recorded stock-based compensation within other charges, net of $12.0 million, $2.7 million and $2.6 million at December 31, 2022, 2021, and 2020, respectively, related to the Mestrelab and PreOmics acquisitions.

At December 31, 2022, the Company expects to recognize pre-tax stock-based compensation expense of $3.2 million associated with outstanding stock option awards granted under the Company’s stock plans over the weighted average remaining service period of 2.4 years. The Company also expects to recognize additional pre-tax stock-based compensation expense of $30.9 million associated with outstanding restricted stock units granted under the Company’s 2016 Incentive Compensation Plan over the weighted average remaining service period of 2.5 years.

Stock Option Awards

Stock option activity for the year ended December 31, 2022 is as follows:

	Number of Options			Weighted- Average Price Per Share		Weighted - Average Remaining Contractual Term (in Years)		Aggregate Intrinsic Value (in millions) (a)
Outstanding at December 31, 2021		1,355,152		$	30.98		4.1	$	71.9
Granted		73,365			65.43
Exercised		(251,006	)		23.26
Forfeited/Expired		(3,886	)		22.88
Outstanding at December 31, 2022		1,173,625		$	34.81		3.7	$	40.8
Exercisable at December 31, 2022		949,574		$	28.29		3.2	$	38.4
Exercisable and expected to vest at    December 31, 2022 (b)		1,149,503		$	34.16		3.6	$	40.6

a)Represents the number of vested options at December 31, 2022, plus the number of unvested options at December 31, 2022 that are ultimately expected to vest based on our estimated forfeiture rate.

b)The aggregate intrinsic value is calculated as the positive difference between the exercise price of the underlying options and the quoted price of our common stock on December 31, 2022.

The total intrinsic value of options exercised was $10.7 million, $35.7 million and $6.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Restricted Stock Units

Restricted stock unit activity is presented below:

	Shares Subject to Restriction			Weighted- Average Grant Date Fair Value Per Share
Outstanding at December 31, 2021		654,470		$	53.44
Granted		291,015			63.01
Vested		(281,096	)		47.61
Forfeited		(28,521	)		57.30
Outstanding at December 31, 2022		635,868		$	60.23

The total fair value of restricted stock vested was $17.7 million, $27.1 million and $15.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.