Sushi 2.0: A Restructure For The Road Ahead

I do not see that scenario, because there is mechanisms to prevent this which are detailed in the document shared beheath the original post, and the majority of the compensation is tied to price performance and completion of roadmap voted on by the community.

I’m struggling to follow on the first point here, the proposal is around 20 pages long, it’s extremely detailed. Accountability section is close to a whole page itself, of course it can evolve, but it’s miles better than the status quo.

This is untrue, we clearly need to present the math behind this a bit clearer. We have close to 2 years runway without even touching the treasury, and expected inflow of $4m+ per year via Kanpai. This $4m+ is based on volume which is around 50% below the average over the 12m, meaning it’s a highly conservative number.

The budget is clear, 6m SUSHI over the next 4 years. This factors in room to grow the team and compensation which if there is under performance, the majority, or potentially all of it, will never be realised. I’m not advocating that salaries and compensation are hidden, I have absolutely no problem with that being public personally.


This feels a bit harsh and saying things like this undermines the progress that’s being made imo. I was a vocal critic of the lack of marketing back in Dec but we should give credit where credit is due. In hindsight, that appeared to be from a lack of structure and permissions to things like Twitter. They have really been doing a lot more lately and a good job imo.


The point here is that the conflict resolution mechanism is missing. If the oversight committee decision goes against the team, what would happen? What would happen if such conflict lasts for weeks?

But of course, if the oversight committee is comprised of the same team it is supposed to supervise, then there’s no conflict possible by definition. Hard to imagine bees campaigning against honey.

how so? just because there’s a new department that will parrot the stamp of approval for anything the team comes up with. Window dressing.

if there’s personal compensation that is tied to the price action of sushi, say, $1M per every 4$ bucks the price rises from current levels, - is that a fair deal? How can you determine that sushi rose exclusively as a result of individual’s effort and not just broad market rally?

Responding to this because I do not want to see this comment turn into a conspiracy to discredit the team.

When an employee loses $$ because Sushi fell due to macro market factors that they did not themselves cause – they take risk on the downside. That’s totally fair. No one gets to ask for more $sushi because price is down. This is how all equity based compensation works in the technology industry.

Additionally, since it seems you did not read the full plan any price based incentive compensation is based on a 30-day TWAP & 2 year vest. This effectively means to earn this compensation $Sushi would need to be setting a new floor at $12.

From what I see you would be the only tokenholder unhappy with a $12 floor :stuck_out_tongue:

Sushi community,

I believe there are two immediate compensation issues:

  1. Creating an effective compensation governance process
  2. Compensating current contributors

C3 would love to be engaged by the community to help Sushi navigate these issues. If the proposal passes, which seems likely based on current results, we would be willing to work with Committee members to address the concerns over time. If the proposal does not pass, we are happy to spearhead a new workplan.

Compensation Committee
The current proposal combines multiple items with limited transparency. We would recommend forming the Committee first, and then tackling the other items later. If engaged, we would push for an accountable compensation governance process, as outlined below:

  1. Committee Formation Proposal: work with the community and contributors to establish an election process and initial Committee structure. This proposal should answer questions such as: How many members serve on the Committee? Will contributors have a vote? How long is service for? What is the process for submitting and evaluating applications? In our opinion, community elected members (excluding contributors and investors) should make up the majority of the Committee. Once this basic structure/process is approved, Sushi can move forward with the actual elections.

  2. Community Election of Compensation Committee Members

  3. Committee Scope Proposal: Once the Committee is elected, members can draft a Charter, which outlines the responsibilities of the Committee, what items fall under their purview, what items are subject to direct community vote, what mechanisms are required to promote transparency (like quarterly reports), how are Committee members held accountable, etc. At this time, we would also recommend the Committee request a quarterly budget that they can use at their discretion. This is important because it allows the Committee to cover any holes in their expertise (e.g., comp, recruiting). Reporting on the use of such funds is recommended to promote accountability. Finally, the Committee should draft appropriate compensation for community Committee members (contributors serving on the committee should not receive extra compensation). The Charter, budget, and Committee member compensation should be approved by the community.

  4. Ongoing Work: Now, the Committee can address compensation issues appropriately via an independent and fair process. This is where we would recommend an evaluation of compensation packages for current contributors. Generally, it is best practice to review pay levels and incentive plan design every year, especially for protocol leaders. With a Committee in place, the community indirectly has a voice in crafting such packages, as opposed to the current proposal where the community could not opine.

  5. Repeat: Conduct another election, approve budgets, tweak charter, outline plan, etc.

Compensation of Contributors
Of course, forming such a Committee will take time and Sushi may need to reward contributors sooner rather than later. We believe in this team, and we believe that the compensation packages were developed without malicious intent. However, the community deserves transparency, at least until an appropriate Committee structure is approved. Therefore, we would recommend that the details of the individual pay packages be disclosed for community review or, if privacy is of concern, C3 can be engaged on behalf of the community to evaluate the proposed pay levels and incentive plan design. Then, we can report back to the community about our findings and any risk areas. The community can then make a decision as to whether or not to move forward with the package or conduct an entirely new review process after forming a Committee.

Why C3?
To introduce myself, I am Cryptowsky, the founder of the C3. I have spent the last 6+ years advising the Board of Directors of major public companies and technology start-ups on executive compensation levels, incentive plan design, disclosure, and any other compensation issues. I am familiar with corporate governance and the development of a fair, accountable, and independent compensation review process. As I noted earlier, it is near universal for Compensation Committees at public companies to seek assistance from outside consultants.

In December 2021, I launched C3 to tackle the compensation issues faced by web3 companies, like determining pay levels, designing token incentives, and establishing compensation governance best practices. By no means would I call myself a “DAO Compensation Expert”. Nobody can hold that title quite yet. I can, however, leverage the insights and my experience working with corporations and startups to add value to web3 companies.

It looks like this proposal will pass, but we would love to work with appropriate parties, on behalf of the community, to make improvements. If there is interest, we can submit a separate, more detailed proposal with fees and proposed scope (or simply respond to this post). Happy to answer any questions.



We’ll get to the ‘conspiracy’ part, if the individual compensation plan ends up classified.

I may be the only tokenholder that is unhappy seeing treasury being opulently spent at the price level that is easily reached during a relief rally. You want to demonstrate belief in the project? Set strike price at ath.

Surely, $22 per sushi is easily attainable within a year or two of intense team effort, or do you disagree?

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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.


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.


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.


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.


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:


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:


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.

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.


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.


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
Solidity Dev
UX Designer
BD Associate
Full Stack Dev
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.