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Shareholders' Equity
 12 Months Ended
Dec. 31, 2024
Stockholders' Equity Note [Abstract]  
Shareholders' Equity

27. 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. 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. At December 31, 2024, $369.9 million remains available for future purchase under the 2023 Repurchase Program.

During the year ended December 31, 2024, the Company did not purchase any shares under the 2023 Repurchase Program. Subsequent to December 31, 2024 and prior to the date of filing this annual report on Form 10K, the Company purchased 200,731 shares at an aggregate cost of $10 million.

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.

Public Offering

 

In May 2024, the Company completed an underwritten public offering (the “Offering”) in which the Company issued and sold 6,000,000 shares of its common stock at a public offering price of $67.29 per share. The Company received net proceeds of approximately $403.0 million after deducting underwriting discounts, commissions and other offering expenses. The net proceeds of this Offering were used to partially fund our strategic acquisitions in 2024.

 

The Offering was made pursuant to an automatically effective registration statement on Form S-3 and accompanying prospectus filed with the SEC on May 29, 2024 and a final prospectus relating to the Offering, filed with the SEC on May 31, 2024.

Stock Compensation Plans

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 existing Bruker Corporation 2010 Incentive Compensation Plan (the “2010 Plan”). As of December 31, 2024, 5,545,090 options and 570,011 restricted stock awards have been granted under the 2010 Plan. At December 31, 2024, 134,796 options were outstanding 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, 2024, 1,765,006 options and 3,199,623 restricted stock units have been granted under the 2016 Plan. At December 31, 2024, 751,897 options and 853,238 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):

 

 

 

2024

 

 

2023

 

 

2022

 

Stock options

 

$

1.9

 

 

$

1.6

 

 

$

1.5

 

Restricted stock units

 

 

18.6

 

 

 

16.0

 

 

 

14.1

 

Employee Stock Purchase Plan

 

 

1.2

 

 

 

0.8

 

 

 

0.1

 

Total stock-based compensation

 

$

21.7

 

 

$

18.4

 

 

$

15.7

 

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

 

2023

 

 

2022

 

Cost of product revenue

 

$

1.9

 

 

$

1.4

 

 

$

1.1

 

Selling, general and administrative

 

 

17.1

 

 

 

15.1

 

 

 

13.3

 

Research and development

 

 

2.7

 

 

 

1.9

 

 

 

1.3

 

Total stock-based compensation

 

$

21.7

 

 

$

18.4

 

 

$

15.7

 

 

In addition to the awards above, the Company recorded stock-based compensation within other charges, net of $3.6 million, $5.6 million and $12.0 million at December 31, 2024, 2023, and 2022, respectively, related to the Mestrelab, PreOmics, Biognosys, Zontal, and other majority owned acquisitions.

At December 31, 2024, the Company expects to recognize pre-tax stock-based compensation expense of $4.5 million associated with outstanding stock option awards granted under the Company’s stock plans over the weighted average remaining service period of 2.8 years. The Company also expects to recognize additional pre-tax stock-based compensation expense of $45.9 million associated with outstanding restricted stock units granted under the Company’s 2016 Incentive Compensation Plan over the weighted average remaining service period of 2.8 years.

Stock Option Awards

Stock option activity for the year ended December 31, 2024, is as follows:

 

 

 

Number of
Options

 

 

Weighted-
Average Price
Per Share

 

 

Weighted -
Average
Remaining
Contractual
Term (in Years)

 

 

Aggregate
Intrinsic Value
(in millions) (b)

 

Outstanding at December 31, 2023

 

 

967,560

 

 

$

37.78

 

 

 

3.7

 

 

$

35.5

 

Granted

 

 

128,099

 

 

 

66.40

 

 

 

 

 

 

 

Exercised (c)

 

 

(208,700

)

 

 

22.22

 

 

 

 

 

 

 

Forfeited/Expired

 

 

266

 

 

 

—

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

887,225

 

 

$

45.58

 

 

 

3.7

 

 

$

16.0

 

Exercisable at December 31, 2024

 

 

643,705

 

 

$

36.93

 

 

 

2.8

 

 

$

16.0

 

Exercisable and expected to vest at
   December 31, 2024 (a)

 

 

886,693

 

 

$

45.58

 

 

 

3.7

 

 

$

16.0

 
(a)
Represents the number of vested options at December 31, 2024, plus the number of unvested options at December 31, 2024, 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, 2024.
(c)
The total intrinsic value of options exercised was $12.0 million, $9.4 million and $10.7 million for the years ended December 31, 2024, 2023 and 2022, 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, 2023

 

 

702,047

 

 

$

64.68

 

Granted

 

 

453,762

 

 

 

63.61

 

Vested (a)

 

 

(271,477

)

 

 

62.21

 

Forfeited

 

 

(31,094

)

 

 

65.59

 

Outstanding at December 31, 2024

 

 

853,238

 

 

$

64.91

 
The total fair value of restricted stock vested for the years ended December 31, 2024, 2023 and 2022 was $16.9 million, $17.8 million and $17.7 million, respectively.