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 during the year ended December 31, 2021. The Company purchased a total of 2,711,952 shares at an aggregate cost of $123.2 million during the year ended December 31, 2020. 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 1,537,217 shares at an aggregate cost of $118.9 million under the 2021 Repurchase Program during the year ended December 31, 2021. The remaining authorization as of December 31, 2021 is $381.1 million.

Cash Dividends on Common Stock

Dividends are declared by the Company’s Board of Directors 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 of Directors’ continuing determination that the dividend policy is in the best interests of the Company’s shareholders. The dividend policy may be suspended or cancelled at the discretion of the Board of Directors at any time.

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, 2018	$	46.9		$	—		$	(29.9	)	$	17.0
Other comprehensive income (loss)		(3.8	)		(15.7	)		(25.1	)		(44.6	)
Realized gain on reclassification		—			—			2.1			2.1

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 income (loss)		(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	)

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 stockholders. 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, 2021, 5,545,090 options and 570,011 restricted stock awards have been granted under the 2010 Plan. At December 31, 2021, 533,688 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 stockholders. 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, 2021, 1,485,823 options and 2,100,581 restricted stock units have been granted under the 2016 Plan. At December 31, 2021, 821,464 options and 654,470 restricted stock units were outstanding under the 2016 Plan.

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):


	2021		2020		2019
Stock options	$	1.3	$	1.8	$	2.7
Restricted stock awards		—		—		0.3
Restricted stock units		13.2		11.5		8.9

Total stock-based compensation	$	14.5	$	13.3	$	11.9


	2021		2020		2019
C ost of product revenue	$	2.2	$	2.0	$	1.8
Selling, general and administrative		10.1		9.3		8.3
Research and development		2.2		2.0		1.8

Total stock-based compensation	$	14.5	$	13.3	$	11.9

In addition to the awards above, the Company recorded stock-based compensation within other charges, net of $2.7 million and $2.6 million at December 31, 2021 and 2020, respectively, and a benefit of $2.3 million in the year ended December 31, 2019 related to the 2018 acquisition of Mestrelab Research, S.L.

At December 31, 2021, the Company expects to

recognize pre-tax stock-based

compensation expense of $3.0 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 $27.1 million associated with outstanding restricted stock units granted under the Company’s 2016 Incentive Compensation Plan over the weighted average remaining service period of 2.4 years.

Stock Option Awards

Stock option activity for the year ended December 31, 2021 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, 2020		1,856,176		$	25.32		4.2	$	53.5
Granted		79,632			85.10
Exercised		(580,656	)		20.31
Forfeited/Expired		—			—

Outstanding at December 31, 2021		1,355,152		$	30.98		4.1	$	71.9

Exercisable at December 31, 2021		1,093,488		$	24.96		3.6	$	64.5

Exercisable and expected to vest at December 31, 2021 (b)		1,326,095		$	30.32		4.0	$	71.2

(a)	Represents the number of vested options at December 31, 2021, plus the number of unvested options at December 31, 2021 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, 2021 .

The total intrinsic value of options exercised was $35.7 million, $6.1 million and $15.2 million for the years ended December 31, 2021, 2020 and 2019, 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, 2020		805,052		$	39.63
Granted		218,223			78.03
Vested		(336,310	)		37.26
Forfeited		(32,495	)		43.90

Outstanding at December 31, 2021		654,470		$	53.44

The total fair value of restricted stock vested was $27.1 million, $15.0 million and $7.9 million for the years ended December 31, 2021, 2020 and 2019, respectively.