No bonus for Sybase CEO

Sybase chairman and co-chief executive Mitchell Kertzman received about the same amount in salary in 1997 as he did in the combination of salary and bonus in 1996, the company's proxy revealed today.

The executive's total compensation, however, was higher for 1997 because of a payment of nearly $1.1 million in relocation expenses. Kertzman, 49, previously served as chief executive of Massachusetts-based Powersoft, which Sybase acquired in 1995. He became chief executive of Sybase in July 1996.

Kertzman's salary totaled $516,667, and he received no bonus last year, compared to a $420,833 salary and $100,000 bonus the previous year. The proxy said: "In 1997, the corporate objectives were not met [for operating margins] and Mr. Kertzman did not receive any bonus this year."

Meanwhile, John Chen, 42, who in February added the title of co-CEO to his president's post at Sybase, received $343,316 in compensation in 1997.

Chen joined Sybase last August as president after working as a senior executive at Siemens Nixdorf. He also received 500,000 stock options, with an exercise price of $14.688. His options are valued at $4.6 million, based on a 5 percent annual appreciation in the stock for the term of the options, or $11.7 million based on a 10 percent appreciation, according to the proxy.

Kertzman received 160,000 options, with an exercise price of $13.125 per share. Based on the company's calculation of a 5 percent annual price appreciation for the term of the options, these are valued at $1.3 million, or $3.3 million based on a 10 percent appreciation.

"His compensation doesn't seem out of line," said David Mather, a managing director of executive search firm Christian Timbers. "His base pay is comparable to that of other CEOs at a company that size."

Competitor Informix, for example, set a base pay of $460,000 for its new chief executive, Robert Finocchio, who joined the company last summer, according to his employment contract.

Meanwhile, shareholder activist and Sybase investor California Public Employees Retirement System has put a shareholder proposal on the Sybase proxy. It is asking investors to vote in favor of having board members elected every year, rather than every three years and in a staggered fashion.

Sybase officials were not available for comment.

Kertzman is a board member of CNET: The Computer Network, publisher of NEWS.COM.