Transfer TRP to Lido Labs Foundation and Amend TRP Terms

Proposals
1

Tl;dr

  • This proposal seeks to have Lido Labs Foundation assume the Token Reward Plan (“TRP”) from the grants association and assume the TRP Committee’s responsibilities for administering any LDO-based TRP. The TRP Committee’s multisig and all Easy Track integrations will be adopted and remain unchanged.
  • Lido Labs Foundation shall manage the TRP multisig’s composition in accordance with existing DAO policies.
  • The TRP shall be amended effective as of 1 October 2025 with reduced allocations for Lido contributors as well as a reduced vesting term. No change from 22,000,000 LDO allocated.
  • Lido Labs Foundation will have the right to modify the TRP’s terms as needed to address market conditions.

MOTIVATION - DETAILS OF THE PROPOSAL

Change of Responsible Entity

The current TRP (Request to authorise a 22M LDO ceiling for a four year contributor Token Reward Plan (TRP)) is administered by the TRP Committee which sits under the grants association (https://snapshot.box/#/s:lido-snapshot.eth/proposal/0xc00b48275e268f26b6cebf82322f281a44acaf679f6381dd612e278174671daf).

Lido Labs Foundation presents a better accountability and transparency mechanism than the current setup. The Bylaws, Memorandum and Articles of Association, Purposes and directors of the Lido Labs Foundation are public and have been approved by the Lido DAO.

Also, Lido DAO can directly appoint/remove directors in addition to an individual or entity to serve as the Emergency Supervisor if an “Adverse Event” occurs (as defined in its bylaws). The Emergency Supervisor serves as a ‘liaison’ between the Lido community and Lido Labs Foundation and acts as an enforcer, helping to ensure Lido Labs Foundation complies with its public commitments by monitoring its performance and adherence to its own rules.

Furthermore, Lido Labs Foundation has assumed most of the existing service contracts between PML or ATC and Lido contributors dedicated to the activities within the scope of the Purposes (as defined in its bylaws), so it is better fit to also manage the TRP which is directed to such Lido contributors.

Therefore, this proposal seeks to consolidate the execution and reporting of the TRP under Lido Labs Foundation by having it assume the TRP from the grants association and the TRP Committee’s responsibilities currently with the grants association, while preserving the existing multisig, infrastructure and controls.

Specifications

  1. Governance scope
    a) Assign the TRP from the grants association to Lido Labs Foundation
    b) Assign the TRP Committee’s mandate from the grants association to Lido Labs Foundation.
    c) Lido Labs Foundation shall adopt the TRP’s multisig and Easy Track integrations.

  2. Multisig and infrastructure
    a) No changes are proposed to the TRP multisig or Easy Track integrations, which shall be preserved in their current form.
    b) Lido Labs Foundation shall be responsible for managing the multisig composition by adding/removing multisig members in accordance with its bylaws, unless in conflict with previously approved Lido DAO policies (ref: https://snapshot.box/#/s:lido-snapshot.eth/proposal/0x48e552d0dab3d49f72f8618302a68be56afbdfef0d0e7bcf9f73588335d2842b).

  3. Reporting
    a) The TRP adheres to Lido Labs Foundation’s standard budgeting cadence, KPIs and reporting

  4. Program management
    a) Day-to-day TRP’s operations, roadmap updates and policy revisions will be managed by Lido Labs Foundation, minimizing DAO-wide voting frequency.
    b) The authority to award TRP grants lies with Lido Labs Foundation, which retains discretion to amend the program’s terms in response to market developments.
    c) Lido Labs Foundation shall also be responsible for managing TRP allocations for Lido contributors engaged with Lido Ecosystem Foundation and Lido Alliance BORG Foundation.
    d) Lido Labs Foundation shall indemnify the grants association against any liability arising from TRP-related claims in respect of the period up to 30 September 2025.

Change of Terms

As of 30 September 2025, from the 22,000,000 LDO tokens that have been allocated towards the TRP, which began on 1 November 2022, 14,828,099 LDO tokens will have become vested as part of grants given to Lido contributors. Accordingly, 7,171,901 LDO tokens remain unallocated until 31 October 2026.

By making use of the unallocated LDO tokens, the new terms of the TRP are meant to better align short term and long term incentives for Lido contributors and better match market rates to retain and hire talent.

This proposal therefore seeks to amend the terms of the current TRP effective as of 1 October 2025, as follows:

  • All unvested LDO tokens of TRP grants allocated to contributors as of 30 September 2025 shall lapse and be cancelled as of that date.
  • No change from 22,000,000 LDO allocated is requested from the DAO under the proposed Change of Terms.
  • A new TRP LDO grant, utilizing the 7,171,901 unallocated LDO tokens, shall be allocated to existing and new Lido contributors.
  • The new LDO TRP grants will have a lower level and skill multiplier.
  • The TRP grants will be ultimately decided by Lido Labs Foundation, which will have flexibility to modify the TRP’s terms as needed to accommodate changing market conditions.
  • The TRP grants of existing Lido contributors as of 30 September 2025 shall be subject to a 2-year vesting schedule without any cliff being applicable.
  • The TRP grants of new Lido contributors shall be subject to a 2-year vesting schedule with a 1-year cliff.
  • The applicable LDO price of the grant shall be the trailing 180-day close price of LDO as of the grant’s effective date, using the following Dune query as the source of truth: https://dune.com/queries/1080098?symbol_t6c1ea=LDO.

IMPLEMENTATION

  • Upon approval, the directors of Lido Labs Foundation shall, by way of directors’ resolutions, adopt the TRP Committee’s multisig and Easy Track integrations.
  • The relevant documents shall be updated to reflect Lido Labs Foundation as the TRP steward and to effect the transfer of the TRP with the existing private keys and Easy Track pipelines.
  • In case Lido Labs Foundation intends to continue with the TRP past 31 October 2026 (the end date of the current TRP program), a new request for LDO allocation pursuant to a new TRP shall be requested from the DAO at that future time. .
  • TRP Easy Track AllowedRecipientsRegistry parameters will be changed to:
    • Limit → 11,000,000 LDO
    • newSpentAmount → 0 LDO

Voting & Discussion

The Lido community is invited to weigh in on the proposal. This proposal will be followed by a Snapshot vote with the link published here, when ready.

By voting YES in the Snapshot vote, you indicate support for the assignment of the TRP Committee’s responsibilities to Lido Labs Foundation as well as to the Change of Terms of TRP as described herein.

By voting AGAINST in the Snapshot vote, you indicate you do not support the assignment of the TRP Committee’s responsibilities to Lido Labs Foundation as well as to the Change of Terms of the TRP as described herein.

6 Likes
2

A Pattern of Disrespect: Legal and Ethical Failures

TL;DR

  • The proposal to revoke TRP is legally indefensible and ethically shameful.

  • Contributors could pursue a class action in Cayman/BVI with strong precedents.

  • Many of those most affected cannot even vote, since their TRP contracts haven’t been deployed.

  • This is a clear abuse, especially considering the treasury holds 125M+ LDO and after recent layoffs.

The Context

The recent changes were already a blow to those who do the hands-on work and earn less than those at the top. Teams are spreaded thin. Now, adding a proposal that tries to revoke and confiscate tokens mid-contract is even more shameful and legally absurd.

Legal Risks

From a legal standpoint, this is a ticking time bomb. It’s astonishing that leadership is even considering forcing the premature ending of smart contracts deployed on-chain. This isn’t just a leadership failure; it’s a complete organizational and legal embarrassment.

There are established precedents that directly apply here:

  • Wemade (South Korea, 2025): Court enforced ~$7M in unpaid token compensation, confirming that token-based rewards are binding contractual obligations.

  • FTX Estate (USA, 2025): Courts upheld claims for delivery of tokens under SAFT agreements, reinforcing that token allocations are enforceable in law.

  • Ooki DAO (USA, 2023): DAO treated as a legal person and held liable by the CFTC, showing that DAOs cannot hide behind decentralization to avoid accountability.

  • Lido DAO rulings (California, 2024–2025): U.S. courts recognized DAOs as general partnerships, making them and their tokenholders liable for breaches of contract and securities violations.

Ignoring obligations in light of these precedents is a guaranteed way to invite class action or arbitration. Any competent legal office in Cayman or BVI could consolidate contributors into a single coordinated claim.

Treasury Reality

The DAO treasury (0x3e40d73eb977dc6a537af587d48316fee66e9c8c) currently holds over 125M LDO tokens. Despite this, instead of allocating less than 10% of that balance to responsibly replenish the TRP budget and fulfill its legal obligations to contributors, showing a minimum of respect, this proposal seeks to simply rob contributors of what was for long agreed and already vesting.

This is not a case of scarcity or survival — the tokens are there in abundance. Yes, the misallocation of tokens beyond the TRP budget reflects poor planning and requires a proper solution. But what we are seeing here is not a fix — it is malfeasance. The proposal’s answer is to take tokens directly out of contributors’ pockets, shifting the burden of management errors onto those who built the protocol (and who already earn less), while openly inviting liability and litigation against the DAO.

Disenfranchised Contributors

It’s even more absurd when considering this sad reality: many contributors hired in the past year cannot even vote on this proposal because their TRP smart contracts haven’t been deployed. In other words, those most directly affected are disenfranchised by design — stripped of their tokens and stripped of their vote. That’s not governance, it’s abuse of process.

The Bigger Picture

This is not how a serious organization should behave. It’s not just bad PR; it’s a sign that those in charge are either unaware of or indifferent to the legal and ethical standards they’re supposed to uphold.

We cannot allow a pattern of trampling over contributors just to concentrate more resources at the top.

Conclusion

This proposal is an absurd misstep. It’s not just a legal risk, it’s a failure of leadership and a slap in the face to the community.

The DAO needS to hold itself to a higher standard and reject any attempt to strip contributors of what they’ve rightfully earned. This is about basic fairness and the legal obligations the DAO made with proof represented on-chain.

Let’s do the right thing and ensure that Lido’s future is built on trust, not on broken promises and shameful proposals like this.

13 Likes
3

As a longtime contributor, tokenholder, and participant in the token reward program, I struggle to support the Change of Terms of the TRP part of this proposal because it ultimately means that, as an individual contributor, I will receive fewer tokens than I initially expected.
It’s an especially intimidating decision, given the current market conditions, which are favorable for Lido (since its revenue is denominated entirely in stETH).
What would help me commit to the proposed approach is a clear understanding of:

  • Why can’t Lido and contributors stick with the terms they have previously agreed upon?
  • What is the projected benefit for the protocol, the DAO, and in the end the contributors, from changing the allocation terms?
16 Likes
4

DISCLAIMER: I’m a Lido contributor, and the decision on that topic will also affect me. Hence, my opinion can be considered biased.

The reply above highlights several important points of criticism of the proposal, despite the fact that the wording might be a bit rough.

The point that I find the most important is the lack of an alternative option where additional LDO are requested to cover the gap in the TRP budget. I think this option should be present, and Lido DAO should be able to choose between the current proposed solution (which involves breaking previous agreements) and an alternative option where the budget is extended, with the new terms not having a retroactive effect.

Also, I want to highlight that the TRP Committee has never performed an overspend of the approved budget. Thanks to the TRP program implementation being on-chain, this fact can be easily verified here - https://dune.com/alexlido/lido-trp or by exploring the on-chain transactions related to the corresponding smart contracts (Mainnet | Lido Docs)

I suggest that the additional option to get missing LDO tokens from the Lido DAO treasury is added to the proposal, and the new terms will only have effect for the new contributors and for the prolongation of the expired TRP contracts.

22 Likes
5

Thanks for the proposal here. I want to raise two lines of inquiry:

1. Required LDO Tokens to Fulfil TRP Promises

How many LDO tokens are needed to fulfil TRP’s promises through the end of the funding period (31 October 2026), given the recent reduction to the contributors?

2. Impact on TRP’s Foundational Goals

The Token Rewards Plan was originally designed to:

  • Attract top talent

  • Enable governance participation for deeply engaged contributors

  • Prevent premature departure before work is completed

  • Minimize governance overhead through simplicity

I’d appreciate further context on how the amended terms support or compromise these goals. For instance:

  • If fewer tokens are allocated to contributors, will this hamper our ability to attract and retain top talent?

  • Could the new structure unintentionally shift incentives away from long-term engagement or dilute governance participation?

8 Likes
6

Full disclosure: I’m a Lido contributor and would be materially affected by the proposal. I share the concerns raised above and oppose retroactive changes.

  • In traditional employment settings, once equity grants are made, they generally cannot be unilaterally revoked while the employment continues without the recipient’s consent (jurisdiction-dependent).

  • Walking back commitments already made to contributors undermines trust. We provide services to the DAO and sell our time for agreed consideration; honoring that consideration (including promised token grants) is the other party’s basic obligation.

  • Retroactive cuts will make it harder to attract and retain top talent given reduced total compensation and the precedent it sets.

Request: Uphold existing commitments and apply any compensation changes on a go-forward basis only. I second @dgusakov ’s suggestion to grandfather current grants and limit adjustments to future arrangements.

16 Likes
7

Phew, it’s hot in here!

I’m also a Lido contributor and I want to clarify here:

Does this mean that if this vote passes, then Lido Labs Foundation will be able to make changes to the new TRP program (if it is adopted) at any time without the need for new votes?

15 Likes
8

Disclaimer: I am a Lido contributor, and the outcome of this proposal will have a financial impact on me.

@lidolabs-operations Thank you for the proposal! In a dynamically changing environment, the DAO’s ability to quickly change and adapt is essential. What stands out to me is that this proposal introduces a significant and unexpected change without providing clear and reasonable evidence that it is truly necessary or that no alternatives exist, especially considering its impact on contributors. I recommend strengthening the rationale so it clearly demonstrates how the proposal serves the DAO’s best interests. This could include addressing the following points (but not limited to):

  • Why is this solution the most beneficial option for the DAO? How does it align with both short- and long-term goals, and what are the specific benefits in each case?

  • Is the proposed change expected to positively influence key economic indicators of DAO performance (e.g., market share)? If so, in what ways?

  • Has there been a retrospective analysis of why the projected pre-approved LDO spending went out of bounds? Will the results of such an analysis be published?

  • Are there clear evaluation criteria or measurable metrics that can be applied retroactively in the future to assess whether the decision proved successful?

Without clarity on these points, tokenholders and delegates may struggle to assess the necessity and impact of this proposal. Addressing them will help ensure an informed and confident vote.

11 Likes
9

As a Lido contributor I share the same concerns raised before by others and also the common sentiment of a pay cut, since TRP was part of the total compensation package when I joined. For me personally this would mean around 50% loss of the total LDO since I’m mid term, so a lot.

I also wanted to leave two possible alternatives to be considered:

  1. LDO buyback from market: if possible to keep the existing TRP agreements for current contributors, the DAO could buy LDO from the market to cover the missing part. This could also be a positive signal for token holders, since it could help support the price too.
  2. TRP buyout for contributors: the DAO could offer some kind of payout of the unvested tokens at a discount, paid right now. This middle-ground option could maybe help soften the overall feeling of a decrease in comp.
8 Likes
10

The Matthew Principle in Action

*“For to everyone who has, more will be given, and he will have an abundance. But from the one who has not, even what he has will be taken away.” Matthew 25:29 *

This ancient wisdom from the Parable of the Talents seems disturbingly relevant to the current TRP proposal.

We have a DAO treasury holding 125+ million LDO tokens, large investors controlling over 22% of all tokens, and initial developers sitting on 20% of the supply. Meanwhile, the contributors who built the protocol day by day—those with the least—are having their unvested tokens cancelled retroactively.
The treasury could easily cover the TRP obligations from its abundant reserves (less than 6% of holdings would fulfill all commitments).

Instead, we’re witnessing a redistribution upward: from working contributors to existing token holders, from the have-nots to those who already have abundance.
The biblical context makes this even more poignant. In Jesus’ parable, the servants were entrusted with their master’s wealth to grow it through faithful work. Two servants doubled their talents through diligent effort and were rewarded. The third, who did nothing, had his talent taken away and given to the most productive servant.

But here we see something different: contributors who have faithfully “traded” with their talents—building the protocol, growing TVL to $38B, generating strong revenue—are having their rewards confiscated. Not because they failed to produce returns, but because management made allocation errors.

The servants who doubled the master’s money weren’t later told: “Actually, we miscalculated. We’re taking back half of what we promised you and redistributing it to those who already have ten talents.”

Perhaps the most concerning aspect is how those most affected—recent contributors whose contracts haven’t been deployed—cannot even participate in the vote. They are both stripped of their tokens and their voice, a level of disenfranchisement that would make even ancient rulers blush.

Two thousand years later, the pattern remains: to those who have much, more will be given. From those who have little, even what was promised will be taken away.

12 Likes
11

Disclosure: I am a Lido contributor and these TRP changes will materially affect me in a negative way. The views expressed here are my personal opinion.

Here’s an unpopular view that I think is worth sharing:

1. Context of the program

The TRP was introduced in 2022, when Lido’s contributor base was much smaller and the overall market context very different. Since then, the environment has undergone significant changes. Expecting a four-year program to run unchanged in the crypto industry seems unrealistic. A reassessment was overdue, and adapting the framework to current circumstances makes sense.

2. Communication

The way the proposal is presented on the forum makes the decision challenging for governance participants. As a contributor, I learned about the changes directly and had the opportunity to ask questions to leadership internally. However, that context was not reflected in the forum post, and it seems there was not enough time for internal acceptance before the proposal went public. At the same time, it is important to acknowledge that these changes are time-sensitive, which partly explains the compressed process to me.

3. Governance participation

There was a question raised about whether this would affect voting participation. Since this is an area of my expertise, I can say with confidence that yes, it will reduce the amount of active voting power. At the same time, it is fair to note that not all TRP allocated LDO has historically been engaged in governance, and actual participation rates have been well below the nominal allocation.

4. Alternatives

Two alternatives are often mentioned: to allocate more LDO from the treasury, another to buy tokens on the market. The first option effectively increases circulating supply, since those tokens will eventually return to the market. The second option significantly raises the budget spent and reduces the treasury surplus. It’s also worth saying that, among the original GOOSE goals, alignment between protocol success and LDO success has seen the least progress. Against that backdrop, the intent not to make the situation worse is understandable.

5. On retroactivity

Whether this should be called a retroactive cancellation is debatable. Already vested tokens remain untouched, while unvested future allocations are being revised. In that sense, this looks more like a forward-looking adjustment than a rollback of past commitments. TRP policy has always been subject to DAO amendment, and the proposal acts within that scope. Still, I understand why contributors perceive this as retroactive, since expectations were built on the original four-year plan.

6. On the TRP Committee

I also want to highlight that I think that none of these challenges are the fault of the TRP Committee. The committee has done an outstanding job under difficult circumstances - 10 out of 10, truly outstanding people handling their responsibilities. It is important to make clear that the current situation is not the result of their work, and their contribution deserves full recognition.

Conclusion

The changes are painful and communication could have been much better - both internally and externally. But the overall intent is to align the program with todays market and priorities, adjust incentives responsibly, and keep long-term sustainability in focus. Delaying these adjustments would only make the correction harsher.

18 Likes
12

Thanks for the opinion @Jenya_K!

I want to highlight a strong disagreement with the point quoted. The idea of the Long Term Incentive Programs, like TRP, is that the agreement is made once and should not be revised after. Otherwise, the program can not be considered a long-term incentive. If we refer to the market practices by Mercer or EY, we will see that none of them assumes that the LTI conditions can be revised on the fly, with the main reason being the decrease in the contributors’ engagement.

While I find the other points about the motivation for the current proposal valid, I still believe that the expectation of the contributors’ motivation is overlooked.

11 Likes
13

I agree this is a debatable point. In corporate practice, LTIs aren’t revised mid-way for good reasons. But I don’t think we can directly apply corporate LTI frameworks to crypto. We’re still experimenting, and a four-year horizon has proven too long and inflexible for the current industry stage.

I also agree that some contributors’ motivation is overlooked, though in my view, it’s only a handful of cases. Where I differ is that freezing TRP as it is won’t solve it. What’s needed are case-by-case discussions to retain top talent. Undermining engaged contributors’ motivation is against the interests of both Lido Labs as a service provider and Lido DAO itself.

2 Likes
14

Disclaimer: I am a Lido contributor, and the outcome of this proposal will have a financial impact on me.

Hello everyone!

For me, this proposal means losing more than half of my TRP, which is not very pleasant now or in the long term.

Yes, I am just a contributor, but I am also part of the Lido “ship”.
I have expectations about my contribution to the work I do every day and the direction we all are heading…

8 Likes
16

We appreciate the feedback and comments. We thought the proposed TRP changes were more widely accepted among the contributors, but it is clear that was not the case. Before moving forward with this proposal, whether through revision or proceeding to a DAO vote, we will pause and continue discussions internally. We will address all questions after that.

16 Likes