Updating the OpCo Foundation’s Operational Capability

[pedrob]

Thanks everyone for attending the second call last Monday! Here you can find the recording.

The proposal is now live on Snapshot

@paulofonseca

I believe it’s best, for this offchain vote to be conducted with the approval voting type, where delegates would be able to signal support for each one of the changes individually, with all of their voting power being casted towards each “problem/solution change” they agree with.

All the points addressed by the proposal share a common goal: to enable the OpCo to operate smoothly and fulfill its dual mandate. Based on the feedback received here and during the calls, we believe the best approach is to keep it simple and continue with this proposal format.

@danielo

Where I see I can add more value is nudging towards a couple of points on the vision: the value of operating as an open ecosystem and not as a closed traditional corporation.

The OAT is aligned with this vision, and the establishment of the OpCo enables a full-time team dedicated to making it possible.

@danielo

For the case of Arbitrum, grounding those ideas means:

• processes to work with ecosystem partners i.e. entities that can be aligned via partial ownership (arbitrum incubates them or invests in them), LPing, in some cases, exclusivity contracts, etc.

• enabling potential partners to propose and have high signal conversations (my issues with the AAEs having to approve everything first is that it creates a bottleneck for small experiments, effectively killing most of them unless a mechanism is set to incubate said relationships)

• clearer scope for AAEs so ecosystem partners know where to propose and where not. And higher transparency from AAEs for the same reason.

We are also in agreement with these principles. In fact, these changes will allow the OpCo to operate more smoothly alongside contributors in the preparation of proposals. In the current wording, the OpCo cannot leverage the ecosystem for the ideation and preparation of proposals (funding support).

@danielo

In consequence:

• The dilution of conflict of interest declaration policy worries me. We need more transparency and accountability, not less.

• Expanding the mandate of the OpCo… to all areas? let’s not reduce clarity, that cripples the ecosystem. The solution here is sharing the vision for the OpCo. And I know a lot depends on the OpCo CEO but there should be a commitment to the OpCo not becoming a closed-off entity that does everything internally without the ecosystem even knowing. With that countelever, then I’m ok with expanding the mandate. Without it, we move closer towards corporate mediocrity.

• the OpCo having a budget to collaborate with service providers: great. (Let’s make sure though the OpCo is open minded and not just following directivess top down but also trying new things at a small scale first and snowballing)

• Compensation structure with all the tools available: sure. I hope this doesn’t become an excuse for bloated compensation, though.

• There is no dilution. Current conflicts of interest must be publicly disclosed. As for potential conflicts of interest or those that may arise during the OAT’s term, a policy has been created to manage them. In any case, the DAO retains the power to remove members at any time if it deems their candidacy inappropriate

• The purpose of this proposal is to provide the OpCo with the flexibility to fulfill its dual mandate with the DAO and for the benefit of the Arbitrum ecosystem. This requires collaboration with contributors and delegates.

• Regarding compensation, the OAT’s vision is to have the tools to negotiate competitive, market-aligned salaries and, in particular with respect to vesting, to align incentives for Arbitrum’s long-term success.

[paulofonseca]

voting Against on the current offchain vote because this is a clear power overreach that the DAO should not tolerate.

[danielo]

@pedrob

Based on the feedback received here and during the calls, we believe the best approach is to keep it simple and continue with this proposal format.

Delegeates have expressed concerns and different opinions with different points. Why not use Approval voting? Not using it comes across the wrong way for me, forcing the bill as a package when it doesn’t need to be.

[JoJo]

@danielo

Delegeates have expressed concerns and different opinions with different points. Why not use Approval voting? Not using it comes across the wrong way for me, forcing the bill as a package when it doesn’t need to be.

without having any horse in this race, is pretty clear that is mostly an all of none of the above.

Clearly OAT is proposing to us a different scope and different goals for OpCo, and I don’t see how they can move it forward if we approve X, Y and Z and not K, Q and R.

I see the points they did highlight as necessary for what they want to do; at the same time i totally understand the concerns of delegates, especially smaller one that sees (again) opco as a capture all with inability for them to contribute.
On the latter, I actually think that without the changes above opco will have less capacity to involve individuals. And obviously service providers since is a specific point.
On the former, my personal take is that if the DAO doesn’t approve this “package” it means the mission the OAT pitched in the last few weeks was not properly sold to the DAO and they either have to go to the very initial mission, or craft something different that satisfies these concerns.

Due to the above i think approval voting would have been detrimental.

[Jose_StableLab]

We are voting FOR this proposal.

First, we want to thank the OAT and all contributors for their diligent work in incorporating community feedback and carefully refining the OpCo structure.

We are pleased to see that two of the primary concerns StableLab had when reading the proposal have been constructively addressed in the comments, namely transparency reporting and budget limitations:

@pedrob

Thank you for the feedback. At the OAT, accountability is a top priority, so there will definitely be regular transparency reports.

Regarding caps, the approved proposal already includes them

While we do continue to hold some reservations about the reduced guardrails around conflict of interest management, particularly given the important role OpCo will play, we acknowledge that this tradeoff has been made thoughtfully to enable stronger candidate pools, attract specialized expertise, and accelerate operational ramp-up.

At this stage, with a highly capable OAT cohort now in place, broad alignment among major stakeholders, and a clear pathway toward full operationalization, we prefer to move forward with these changes if that will take us closer to enabling OpCo as a strategic execution arm of the DAO.

[tamara]

Looking at DAOs from a service provider POV and getting more insights into the reasoning why to engage with a DAO or not, I fully support the changes.

Especially:

1. Inability to Interact with Service Providers
To further elaborate on the OAT’s point, as DeFi is maturing and service providers become more professional, they can choose their clients. Engaging with DAO’s has been historically painful/cumbersome even from a pure “closing the deal” and planning perspective - making it increasingly less interesting to deal with a DAO.

I believe to continue attracting top service providers, enabling OpCO to interact with them is key.

2. Restrictive Treasury Spend
I believe this ties closely to 6. Ecosystem Support or Financial Management only as well as to attracting and retaining top talent.

One one side we want the OpCo to be forward and out of the box looking, at the same time this is the only way to attract top talent - I believe to know that few ones want to lead an OpCo with a very narrow scope and no potential to fundamentally change/grow/move things along.

3. Compensation for OpCo Employees
Comp is a “hygiene” factor in my opinion - hence full agree with the proposed solution.

[danielo]

Im just referring to the reduction in disclosures for conflict of interest. It’s really hard to see how that’s necessary or even how that needs to be a package with the other changes

[Euphoria]

The following reflects the views of the Lampros DAO governance team, composed of Chain_L (@Blueweb) and @Euphoria, based on our combined research, analysis, and ideation.

We are voting FOR this proposal in the Snapshot voting.

First, we thank the OAT and the OpCo for identifying these challenges early, and we appreciate the clarity in the problem statements and the proposed solutions.

We support the overall direction because we believe these updates provide OpCo with the right tools to fulfill its dual mandate more effectively: executing DAO-approved initiatives and proactively preparing work that keeps Arbitrum at the forefront. The added flexibility to engage service providers, deploy discretionary funds for pilot work, adjust compensation to attract top talent, and broaden the scope where needed are all positive steps if implemented with care.

At the same time, we recognize and share some of the wider concerns about accountability, mandate creep, and conflict of interest management. We see these as areas that can be addressed through clearer policies and steady operational discipline. To that end, we would like to share our thoughts alongside our rationale:

@Arbitrum

OpCo has the authority to enter contracts with service providers or individual contributors for any matter it deems necessary to fulfil its mandate to support the ArbitrumDAO.

We agree with the need for agility here and echo the points raised by @karpatkey and @AranaDigital that publishing a simple registry of active contracts with short deliverable summaries and spend bands, updated monthly or quarterly, would keep this process transparent and maintain trust without adding friction.

@Arbitrum

any excess capital that is available can be used on a discretionary basis to fulfil its mandate as a proactive entity in the ArbitrumDAO.

We see real value in letting OpCo test ideas quickly. To maintain focus on core operations, we suggest defining a budget split: for example, at least 70% of total funds stay reserved for staffing and recurring costs, with no more than 30% used for discretionary pilots. This keeps spending aligned with OpCo’s primary executor role rather than duplicating other funding programs.

@Arbitrum

OpCo’s core mandate is to work on, facilitate, and provide operational and oversight support for strategies that have the potential to benefit the ArbitrumDAO.

We support this more flexible scope but encourage a sandbox-style approach: test new verticals through short pilots (three to six months) with capped budgets and clear reporting before proposing full-scale expansions.

@paulofonseca

offchain vote to be conducted with the approval voting type

We also acknowledge concerns from @paulofonseca and @danielo on bundling multiple structural changes into a single vote. While we understand the rationale for this round, we strongly encourage modular approval voting for future governance adjustments so that delegates can support parts they agree with without blocking others.

We believe these updates give OpCo the operational freedom it needs to deliver on its promise to the DAO, while the checks and balances can continue to be refined as we learn.

[0xAlex]

I have voted FOR this proposal. For Arbitrum DAO to remain competitive and efficient, it must delegate certain powers to a structure that is both empowered and accountable.

I believe the OpCo can serve as this structure for the DAO. The three gaps identified in the proposal do grant additional authority to the OpCo, but in my view, it is riskier to have an entity with its hands tied, unable to act effectively. Like many delegates, I would have preferred this scoping to be included in the initial proposal.

In my view, the DAO should give the strategic vision and remain vigilant while the OpCO focus on operational execution.

[cp0x]

I voted AGAINST this proposal

Cp0x Delegate Communication Thread

Updating the OpCo Foundation’s Operational Capability As I have said before, I am not happy with such changes that reduce control over OpCo, which can consume a lot of funds The main disadvantage of these proposals is the ability to spend funds without a request from the DAO, given the large planned salary of employees who will not have sufficient knowledge and therefore need to be given a mandate for spending. I consider this very irrational and uncontrollable Vote: AGAINST Platform: Snaps…

[Federico]

I’m supportive of these changes overall. The original OpCo proposal was probably a bit too tight in how it framed things, and this feels like a sensible shift toward giving OpCo the flexibility it needs to actually operate effectively.

@Arbitrum

Restrictions Around Council Elections.

• Problem: Any individual may apply to the OAT. However, all appointed individuals that have a non-observing seat, as well as any companies with which these appointees maintain a professional or financial relationship, are required to relinquish any and all contributor roles within the Arbitrum DAO that were obtained through an official election or ratification process conducted via Snapshot or Tally. As long as an individual has a non-observing seat on the OAT, they and their affiliates as defined above are prohibited from becoming an internal employee for OpCo, entering into service provider contracts with the entity, and applying to a contributor role related to the Arbitrum DAO that requires an official election or ratification process through Snapshot or Tally. Due to legal constraints, an OAT member and their affiliates as defined above cannot be members of another initiative’s or DAO-adjacent entity’s oversight committee. If an appointed individual or their affiliate as defined above sits on another oversight committee(s), they are required to resign from any such position(s) to be able to join the OAT.

Totally agree the current restrictions are too strict. If we want the OAT to attract experienced, high-quality contributors, we can’t have overly rigid rules that shrink the talent pool unnecessarily.

It might also make sense to apply the same logic to OpCo’s internal hiring. Right now, these restrictions are quite strict (i.e., full-time only, no outside roles, no exceptions), excluding a lot of great talent who may prefer part-time setups or simply want more flexibility. Not saying those edge cases shouldn’t be evaluated carefully, but giving the OAT discretion to approve them on a case-by-case basis could go a long way in helping attract the right people without compromising alignment.

@Arbitrum

Declaring Conflict of Interest

• Problem: Required to maintain a public record of all actual and potential conflicts of interest.

If COI requirements are being softened for OAT members, shouldn’t they be revisited for OpCo employees too? It’s not obvious why these changes should apply to one group and not the other, aside from the assumption that OpCo employees will have less conflicts in the first place.

[danielo]

Voting in Favour

As mentioned above, no point throwing a spanner in the wheel (longer rationale in post above)

[mcfly]

We support the updates to the OpCo Foundation’s operational framework, which strengthen the original OpCo proposal we backed. The ability for OpCo to independently contract service providers will speed up the evaluation and development of promising ideas, aligning with its mandate to support the ArbitrumDAO. We value the flexibility to use excess funds for exploratory work, allowing OpCo to test strategies before seeking broader DAO approval. The restructured compensation pool, combining salaries and performance-based bonuses, will help attract and retain skilled professionals. Additionally, relaxing oversight council election rules will encourage more qualified candidates to participate while maintaining balanced representation. To ensure transparency, we encourage OpCo to regularly share contract details with the DAO. These changes make OpCo more capable of delivering meaningful results for our community.

[Curia]

We’ll be voting FOR this proposal. While we do have some concerns, particularly around the potential for scope and the need for clear accountability as OpCo gains more flexibility we believe the benefits outweigh the risks. The updates make sense given how the DAO and ecosystem have evolved, and they give OpCo the tools it needs to operate more effectively, engage with the right partners, and attract strong talent. Importantly, there are safeguards in place, like spending caps and transparency requirements, that help mitigate potential downsides. On balance, we see this as a positive step toward a more efficient and responsive operational structure for the DAO.

[Camelot]

Camelot has voted “for” extending the OpCo capabilities. While there are some specific details in the proposal, it is our strong belief that this is a natural path toward supporting the people we collectively decided to vote for in the OAT.

@Camelot

We think Patrick, AJ and Frisson are the best people to take the oversight role of OpCo.
Specifically, we think giving a more active role to members of Arbitrum Foundation and Offchain Labs will give them what they might have missed so far, a direct role to steer and direct the operations of the DAO in a successful way.
We have also growth to know and appreciate Frisson both for his work at Tally and the roles he has had in our DAO, and we think he has the business posture to cover this important position as well.

We believe, as we did previously, that both the Arbitrum Foundation and Offchain Labs should be put in the best position possible to exercise direct leadership on both the ecosystem and the DAO. For what it’s worth, we did forecast in the last six months how a healthy OpCo should have evolved toward a more enlarged scope, not specifically encapsulated by the rails of the initial proposal. Our goal is to ensure this entity can indeed have a meaningful impact on how the DAO acts toward the chain and in coordinating all other entities; at the same time, it is paramount to reaffirm how the privileged position of OpCo makes both the Foundation and the Labs even more accountable than before for the results of the ecosystem.

[jameskbh]

I voted FOR on this proposal. While not agreeing with some items and the selected voting method, I find more important to move this initiative forward.

[CastleCapital]

We voted in favour of the proposal on Snapshot because we agree OpCo needs room to operate effectively. That said, several details would benefit from tighter definitions to give delegates full confidence in the new scope.

• Treasury spending: Outlining clear expenditure thresholds and approval flows for day-to-day operational disbursements, larger strategic bets, and any emergency spend will provide better guiding principles and guardrails that can be referenced.

• Ecosystem support & financial management: Having a concise framework with objectives, and information on how KPIs will be defined will help the DAO be more cognizant of expected outcomes.

Addressing these guardrails up front should make the expanded mandate smoother to implement while preserving the DAO’s role as a final back-stop.

[gi0rgos]

It’s possible that if this proposal had come while the OpCo was already fully operational, I might have taken a different stance. However, given the strong majority by which the OpCo passed, and considering its expected usefulness in supporting the DAO going forward, I will vote For.

If I’ve correctly understood the context from all the related proposals I’ve engaged with, and if I’ve correctly interpreted the tone during the most recent calls, then I sense that the overall direction is to support the OpCo. Choosing otherwise here might reflect inconsistency with previous votes.

Lastly, I’d like to note that during the corresponding community call, @Frisson gave a very thorough overview of the proposal, and no participant raised any objections.

[maxlomu]

gm, I agree that giving opCo enough autonomy to execute makes sense.
Voting FOR.

That said, with its expanding scope, opCo’s activities seem like they could start overlapping with the Arbitrum Foundation and other AAEs.

It would be helpful to have a finalized map showing what areas each entity is accountable for, to avoid duplication and clarify responsibilities.

[Bob-Rossi]

Voting “For”

I’ve felt similarly in other situations like this - the DAO has elected a group of individuals who were trusted with the project, so it doesn’t make sense to then question their judgement when they implement their plans. If we don’t trust the people we elected at their first step, why even have this project.

Yes, obviously with the caveat of reasonableness, but I don’t really see much issue with the changes noted. And nothing enough for me to stop it out right.