Sushi 2.0: A Restructure For The Road Ahead

I could envision an oversight committee that covers both compensation and community. This may be a necessity just so we do not have oversight committee exhaustion. Need a single advisory committee that maybe combines several roles and several stakeholders that actually has some oversight/management authority. Could also make it a rotating council so that we avoid entrenched power structures.

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The last word on this for me, overall I like the proposal but to me, there seems to be a poison pill that I can’t support. The compensation committee.

I don’t want the team to feel like we don’t care about paying them fairly, but at the same time, what is fair should be established in a more neutral way to regain the trust of the community sushi team lost (due to past actions of leadership). So personally I like what I have been hearing from C3 and their recommendations.

This proposal has a compensation committee of 2. A team member and (Neil) who I have no idea who he is or how he got recommended for such an important position. I think having a team member on the compensation committee is a conflict of interest. I like and respect Matt but let us be honest here, sushi team (more specifically past leadership) burned a lot of bridges and that created trust issues within the community. Were as under normal circumstances I may be (probably not still) be okay with a team member on the compensation committee in sushi’s situation I am not. As for Neil I have no idea who he is, his expertise, how he was recommended for the position, what due diligence if any was done so as such I am against his appointment also.

I hope my concerns are ironed out before this proposal is pushed forward and not jammed down communities throat like frog nation proposal.

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Totally understand where you’re coming from, and just to point out that I have no desire to be on a compensation comittee, it’s simply a requirement to satisfy investor confidence at this point. I have a good reputation, and always stands up for what I believe is right and wrong. I’m certain this idea of a comittee will evolve over time, and as said previously, it’s far better than status quo.

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So I’ll make a couple points

  1. Having “insiders” a part of a comp committee is not unusual. See my post above how I think this should be structured. Perhaps my approach of widening out whos on the committee, to also include a couple external stakeholders (ratified via governance), would alleviate your concerns on abuse. Any internal members would obviously abstain from matters that affect their own compensation.

  2. I dont think you can call @ImSoftware just a “team member.” IMO he is much more than that and when we come out the other side of this all I think he should be given whatever title he wants (CTO?). Your concern given past actions by team members is not without merit, but I think we can ask anyone involved and find that Matt has been nothing but committed to this project.

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I do not question your reputation, I voted for you to become CTO on the previous proposal and would still stand by that decision. I strongly believe it’s unwise to have anybody from the team on a compensation committee regardless of reputation (not just in regards to sushi but other protocols/businesses). There was a time I would never expect bitdao situation to happen, and other things that transpired in sushi and yet here we are. No offense to you, I prefer a sort of checks and balances on such a committee. Granted it seems you are being thrust into this position because of few alternatives. I think you have every intention of evolving the committee but things in sushi are slow going, lots of other things to tackle and who knows when that evolution will happen. I don’t want this sitting on the back burner when it can be hashed out now. So I see no reason we can’t put this off another extra week or two to get this solved.

As for Neil, I dug into it, from what I been hearing he is just an Arca plant. I don’t appreciate backroom deals in a community-owned protocol. Never did and never will. I have seen plenty enough of it in sushi as is and it bites sushi in the butt each time. You can tell me Arca did its due diligence but I heard the same thing about the frog nation proposal (cough sifu cough). Sushi is a community-owned protocol and not Arca owned. Arca does deserve to have its concerns listened to and mitigated where possible seeing as its one of the largest state holders. However end of day sushi team should do whats best for sushi and all stakeholders and not just Arca. You want Neil on the team fine, then put it in a separate proposal and make your case. What you should not do is sandwiche him into this proposal.

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Ok so, the biggest pain point is the compensation committee right ?

So, the solution can be easy :
The third seat must be the community. And why not… the only seat.

Also, even if the proposal details the projected " salary spend by department " , people will probably more follow you if you details clearly what will be the salary by employee.

Example : you have mentioned 7 Software engineer , with the projected salary spent by department :
2,468,000 USDC . Does it means each engineer will have an annual salary of $350,000 ? Is it equal or not etc…

Also, I don’t see the compensation of being in the compensation committee.
What will be the salary of Neil ?

I know it’s a pain point to talk, but here we are, let makes all clear for the community and then I think it’s time to move forward, and fast :slight_smile:

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Hey Naim,

There is no salary or additional salary to be on the comp committee. I have taken on a commitment to help Sushi get turned around. My only interest is in helping them firefight in tough times so Sushi will still be here 10 years from now.

The comp for any stuff like that is outlined here:

High level things I will be handling:

  1. Serve in a personal capacity on the compensation committee
  2. Advise regarding operational structure, process, & transparency within Sushi teams. Advise regarding Transparent roadmap tracking, Sushi product release tracking & timely community disclosure. Advise regarding Open & fair hiring/recruiting process. Advise regarding compliance with newly established structure, process, & workflow.
  3. Join, monitor, & contribute to weekly Sushi all-hands meetings
  4. Assist in leadership & executive search vetting
  5. Review operational budgets requested by Sushi teams.
  6. Establish & maintain regular reporting of progress to the broader Sushi community
  7. Facilitate elected leadership onboarding within Sushi

The comp committee will certainly evolve but right now it’s all about accountability

To be a competent member you’d have to have a background in early stage startups, have an operating background, have hired & fired before, and have experience working across teams eng, design, product, marketing, support, bd etc. it’s all about accountability.

For my background:
I have founded $100m+ in equity value, have raised millions in vc, have personally interviewed and hired 50+ employees across all departments…poached hires from big tech etc. ran product teams and overseen eng allocation & roadmap tracking, dispersed growth & marketing OKR’s etc.

This should be more about the sushi team than me but there’s quite a lot of investor & team confidence that has built up as I’ve conducted myself these last few months. Most importantly, I have never worked with any of the existing investors or present/past team nor do I have any interest in taking anyone’s job or being an executive in the future. There’s no trauma or skeletons with any of Sushi’s past. I can simply add my input to ensure Sushi transitions into an operationally excellent team.

The team & investor confidence comes from me getting my hands dirty solving problems in the trenches with them over the last 3 months. I had 0 prior dealings with anyone on the team or investor side.

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Thank you for this full answer !
Pretty sure it will help people to understand better this point.

For me, it was yes, and now, it’s still yes :slight_smile:

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It’s hard to comment on this proposal because it seems light on the details that matter most. A few remarks:

  • These are several proposals rolled into one. I like retaining the team, I don’t like parts of the compensation structure, lack of transparency, compensation committee, etc. How do I vote?
  • The lack of transparency makes it hard to judge his compensation side. Not in the least to double check the math. Sushi isn’t well known for it’s immaculate accounting. And no list of positions that need filling to complete the org.
  • There’s no org chart (including position that need to be filled), no position descriptions and the only accountability will come from the compensation committee, which I expect to do most of these things behind closed doors. (Based on the lack of info provided in this proposal)
  • It seems to me that the compensation committee is actually the leadership, with power to approve budgets, hire and fire and approve roadmap, it seems like de facto (interim) leadership. So this proposal also makes Neil and Matt de-facto leadership I think?
  • I have been quite involved in trying to get Sushi back on track and resolve internal issues. During this time Neil came forward as a community member and started helping out with negotiating compensation for the team. This seemed helpful and fine, because as a Sushi holder he had the right incentives. When the first draft proposal came out Neil had added himself with considerable compensation. This was very disappointing to me. I feel this creates a conflict of interest. Under pressure on the all-hands call Neil eventually agreed to drop his comp requirement for now (to $75/h I think). But I do believe he is still looking for “proper compensation”, which won’t be hard to do once he’s on the compensation committee. I would like to have more clarity on compensation expectations from Neil before I can vote on this.
  • It’s unclear to me why there is 2 year vesting AND 4 year vesting? There’s no mention of a cliff.
  • I think all vested/paid SUSHI should always have a lock-up period (3 months or 6 months) so even though it has been earned already, it can’t yet be sold. So even if any contributor leaves on bad terms, which wouldn’t be the first time, they still have an interest to help Sushi succeed.
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So you should have no problem addressing the following:

Many of the tasks you want to assign to a “compensation committee” overlap with other roles. The C3 Group proposal (several comments above) includes a “Committee Scope Proposal” which covers only tasks related to compensating contributors. This demonstrates their understanding of the issue and their commitment to ensuring that all workers are fairly compensated.

Why would a compensation committee member assist in leadership & executive search vetting for Sushi? Same question as to why a compensation committee member would facilitate an elected leadership onboarding within Sushi or advise regarding compliance with newly established structure, process, & workflow? Don’t you think the responsibilities of a compensation committee are broad here? I do. These tasks are better suited for leadership execs, not compensation committee members. They need to be independent in order to make fair decisions. I have to say, this makes me question your expertise in this area.

I also felt like you didn’t touch on any of the questions asked here previously like - Why can’t you contest as a separate proposal rather than being sandwiched between the team proposal? This would ensure that other competing parties could also participate, so that the DAO can choose in a reasonable way. Unfortunately, I do not see any specifics as to why the reasoning behind 2 people in the committee which includes you and Matthew, who again is a core team member. As “pockersquare” mentioned earlier, in order to ensure a fair and balanced compensation process, the committee should consist on a minimum of: the Treasurer, 1-2 large stakeholders, 1-2 senior role members with product experience.

“To be a competent member you’d have to have a background in early stage startups, have an operating background, have hired & fired before, and have experience working across teams eng, design, product, marketing, support, bd etc. it’s all about accountability.” – This doesn’t sound like the skill set for a typical compensation committee member. It sounds more like the skill set for an executive role. Again, I’m still not seeing a clear understanding of what the role of a compensation committee member entails but rather several roles sandwiched into one super role? I’ve seen some accusations in the comments that Arca played a role in this. Can you clear things up and answer to how they were involved?

“This should be more about the sushi team than me” I understand where you’re coming from, but I disagree but you are the one being sandwiched to this proposal along with core team, and the community has a right to know your background and other specifics. This is just basic due diligence.

I’m curious, you say that you have founded $100m in equity value? What company is this? I see that Bizwise is listed on your bio, is that the company we are talking about? So, what’s your current ARR? And how many team members do you have? You say you’re a $100 million company, but it’s hard to verify that just by looking at your social media presence. Another thing that concerns me is the number of team members you claim to have - I can only see less than 5-10 members on AngelList and Linkedin. Can you explain this discrepancy? It also looks like Bizwise doesn’t have any followers on social media. It has only 45 followers on Twitter, 0 people who follow on Facebook, 1 follower on Instagram and no subscribers on Youtube.

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For the transparency that community and investor deserve: Samurai team is getting paid (like mentioned on the proposal) as per Samurai V2 mandate. Additional Benefit we are getting is one year salary worth of Sushi (Valued at $3) vested over 4 years period with 1 year cliff and performance based bonus depending on deliverables. We are not getting any signing (or resigning) bonus or sushi vested over 2 years.

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Seems like you’re wanting to define your own version of a comp committee which is fine but that is simply solved by creating a proposal called the evolution of the comp committee, defining the responsibilities & attracting broad support.

Once again, this proposal has broad support, requisite market & investor confidence in the Sushi team & checks put in place. You are wanting to define a radically different structure which is fine throw up an evolution to the comp committee proposal get broad support & once voted in…it’ll be followed.

Your diligence is wrong, using social media accounts for shorthand to company size is lazy. We have just bought the OG @Bizwise Twitter account a month ago. We don’t yet own the instagram which you claim to reference. We are significantly larger than Sushi on headcount despite your claim we have 5-10 members. We are a privately held company and we announce things when we want to announce them. That is our right. There’s also millions in venture capital raised that hasn’t been announced yet publicly because we don’t want to announce it yet. You are welcome to reach out to our investors which include Sequoia, Forum, Lightspeed etc. for a diligence request.

Answering:

There has never been any pressure from the team re: my pay. Nor did I enter into any deals regarding pay except for the one defined in this proposal. This reads quite lazy to me it says right here: Advisory : Hourly rate < $100/hr, invoiced on a monthly basis until a subsequent proposal with formal KPIs and advisory compensation is approved by the community, I would have no direct control over my own compensation as it’d be enacted via governance vote. Any comp should be market rate equivalent for the advisory or work done.

This is false? It’s written out and mentions a cliff? Vested Sushi with a 1 year cliff 4 year total vest. If a contributor elects to tie most of their total compensation to performance based compensation they may elect a 6 month cliff & 2 year vesting window on their vested Sushi allocation.

Also false? Positions needing to be filled are listed out here:
Roles we are looking to immediately hire for:
Product manager
Controller
Solidity Dev
UX Designer
BD Associate
Full Stack Dev
Operations
Business & Strategy Analyst
Leadership: CEO, C-SUITE: CxO, Other Executive Leaders

Not sure what you’re reading but perhaps go back and do a thorough re-read, I understand it’s a long doc :stuck_out_tongue:

The link to the instagram I reference comes from your own website.

We are acquiring the original @'s currently. Domain was first, just got the twitter, insta being negotiated. We’re not a community biz so socials isn’t too important to us yet. Drop a follow and you’ll see our social marketing game evolve over the next several months. We’re using our own automated social manager app to run the socials on auto-pilot. Our social manager product will be released this summer.

Ah, there was a little bit more info at the bottom of the linked roadmap document (keep scrolling). That answered a few questions, but many remain:

  • These are several proposals rolled into one. I like retaining the team, I don’t like parts of the compensation structure, lack of transparency, compensation committee, etc. How do I vote?
  • The lack of transparency makes it hard to judge the compensation side. Not in the least to double check the math. Sushi isn’t well known for it’s immaculate accounting.
  • There’s no org chart, no position descriptions and the only accountability will come from the compensation committee, which I expect to do most of these things behind closed doors. (Based on the lack of info provided in this proposal)
  • It seems to me that the compensation committee is actually the leadership, with power to approve budgets, hire and fire and approve roadmap, it seems like de facto (interim) leadership. So this proposal also makes Neil and Matt de-facto leadership I think?
  • I have been quite involved in trying to get Sushi back on track and resolve internal issues. During this time Neil came forward as a community member and started helping out with negotiating compensation for the team. This seemed helpful and fine, because as a Sushi holder he had the right incentives. When the first draft proposal came out Neil had added himself with considerable compensation. This was very disappointing to me. I feel this creates a conflict of interest.
  • I believe Neil is still looking for “market rate equivalent” compensation. I would like to have more clarity on compensation expectations from Neil before I can vote on this.
  • It’s unclear to me why there is 2 year vesting AND 4 year vesting? Seems like a choice, but unclear how this actually works. What happens after 2 years? No more vesting Sushi? Ever?
  • I think all vested/paid SUSHI should always have a lock-up period (3 months or 6 months) so even though it has been earned already, it can’t yet be sold. So even if any contributor leaves on bad terms, which wouldn’t be the first time, they still have an interest to help Sushi succeed.

I’ve also tried to to a rough guestimate of SUSHI needed:
SUSHI comp guestimates - Google Sheets - of course with incomplete info I can’t do a proper estimate.

Anyway, this proposal will pass soon anyway I assume, but at least I’ve raised the points :stuck_out_tongue:

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I feel like enacting a board of directors, independent people from the community who are voted in to serve as community oversight and have multisig authority/review for comp committee and other major financial decisions can help alleviate a lot of this.

I have rewritten a lot of SUSHI 2.0 to add that in. I think it would be worth it for all of us if you took a look and opine on it. I can send to you on discord - the forum wont let me upload. But Ive sent to Jiro for review

I see we put the SUSHI 2.0 snapshot up already. Hopefully we can socialize this idea of a Board before people vote no to SUSHI 2.0 purely on comp committee issues because if this doesnt pass Im not sure what the road forward is

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100% agree on this, and I think majority of community/team/investors do agree as well around the setup of board of directors or community oversight council (w/e we wanna call it). This is something I believe should go up later this week or even next week on the forum as a proposal/discussion. I can help ya with getting this started as well pocket.

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Now that it’s ~30c away from the dollar, it bears repeating on how much of the treasury will be earmarked to accommodate expenses now (especially the usdc part). Will it take all of the treasury and future fee income too?

Great proposal – There are always simple ideas that easy to implement, but can make a big difference