Shareholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Shareholders' Equity

20. Shareholders’ Equity

Share Repurchase Program

In May 2021, the Company’s Board of Directors approved a share repurchase program (the “2021 Repurchase Program”) authorizing the purchase of up to $500.0 million of the Company’s common stock 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. During the year ended December 31, 2023, the Company purchased a total of 315,318 shares at an aggregate cost of $22.2 million under the 2021 Repurchase Program. During the year ended December 31, 2022, the Company purchased a total of 4,215,094 shares at an aggregate cost of $264.7 million under the 2021 Repurchase Program. Authorization for the remaining $94.4 million on the 2021 Repurchase Program expired in May 2023.

In May 2023, the Company’s Board of Directors approved a share repurchase program (the “2023 Repurchase Program”) authorizing the purchase of up to $500.0 million of the Company’s common stock 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. During the year ended December 31, 2023, the Company purchased a total of 2,097,119 shares at an aggregate cost of $130.1 million under the 2023 Repurchase Program. At December 31, 2023, $369.9 million remains available for future purchase under the 2023 Repurchase Program. We intend to fund any additional purchases from cash on hand, future cash flows from operations and available borrowings under the revolving credit facility.

In August 2022, the Inflation Reduction Act (“IRA”) was signed into law in the United States. The IRA introduced new tax provisions, including a 1.0% excise tax on stock repurchases. The Company expects additional guidance and regulations to be issued in future periods and will continue to assess its potential impact on its business as further information becomes available. The estimated excise tax on our stock repurchases was not material and was recorded in other current liabilities and additional paid in capital for the year ended December 31, 2023.

Shelf Registration

On June 2, 2023, the Company filed a registration statement on Form S-3ASR with the SEC (“2023 Shelf Registration”) for the issuance of common stock, preferred stock, debt securities, warrants, units, subscription rights and purchase contracts, which became effective immediately upon filing. At the time any of the securities covered by the 2023 Shelf Registration Statement are offered for sale, a prospectus supplement will be prepared and filed with the SEC containing specific information about the terms of any such offering.

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 $0.20 per share cash dividend per annum to the Company’s shareholders 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 2024, the Company announced that our Board had declared a quarterly dividend of $0.05 per share that will be payable in March 2024.

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, 2023, 5,545,090 options and 570,011 restricted stock awards have been granted under the 2010 Plan. At December 31, 2023, 304,098 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, 2023, 1,636,907 options and 2,745,861 restricted stock units have been granted under the 2016 Plan. At December 31, 2023, 663,462 options and 702,047 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):

	2023		2022		2021
Stock options	$	1.6	$	1.5	$	1.3
Restricted stock units		16.0		14.1		13.2
Employee Stock Purchase Plan		0.8		0.1		—
Total stock-based compensation	$	18.4	$	15.7	$	14.5
	2023		2022		2021
Cost of product revenue	$	1.4	$	1.1	$	2.2
Selling, general and administrative		15.1		13.3		10.1
Research and development		1.9		1.3		2.2
Total stock-based compensation	$	18.4	$	15.7	$	14.5

In addition to the awards above, the Company recorded stock-based compensation within other charges, net of $5.6 million, $12.0 million and $2.7 million at December 31, 2023, 2022, and 2021, respectively, related to the Mestrelab, PreOmics, Biognosys, Zontal, and other majority owned acquisitions.

At December 31, 2023, the Company expects to recognize pre-tax stock-based compensation expense of $3.5 million associated with outstanding stock option awards granted under the Company’s stock plans over the weighted average remaining service period of 2.5 years. The Company also expects to recognize additional pre-tax stock-based compensation expense of $37.5 million associated with outstanding restricted stock units granted under the Company’s 2016 Incentive Compensation Plan over the weighted average remaining service period of 2.7 years.

Stock Option Awards

Stock option activity for the year ended December 31, 2023, 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, 2022		1,173,625		$	34.81		3.7	$	40.8
Granted		77,719			69.37
Exercised		(285,030	)		34.05
Forfeited/Expired		1,246			—
Outstanding at December 31, 2023		967,560		$	37.78		3.7	$	35.5
Exercisable at December 31, 2023		763,544		$	29.78		3.0	$	33.8
Exercisable and expected to vest at    December 31, 2023 (b)		965,990		$	37.77		3.7	$	35.4

a)Represents the number of vested options at December 31, 2023, plus the number of unvested options at December 31, 2023, 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, 2023.

The total intrinsic value of options exercised was $9.4 million, 10.7 million and $35.7 million for the years ended December 31, 2023, 2022 and 2021, 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, 2022		635,868		$	60.23
Granted		354,265			66.20
Vested		(266,395	)		56.14
Forfeited		(21,691	)		63.54
Outstanding at December 31, 2023		702,047		$	64.68

The total fair value of restricted stock vested for the years ended December 31, 2023, 2022 and 2021was $17.8 million, $17.7 million and $27.1 million, respectively.