Proposal: Treasury Management Services for Gnosis DAO
Submitted by Noctua Capital LLC January 2025
Executive Summary
Noctua Capital LLC (“Noca”) submits this proposal as part of the Gnosis DAO’s RFP for Treasury Management Services. We offer a comprehensive solution covering Mainnet endowment management, Gnosis Chain liquidity operations, and delegated committee responsibilities.
Our proposal prioritises cost efficiency, clear accountability, and alignment between the DAO and Noca through risk-appropriate benchmarks and well-defined operational boundaries.
Noca operates exclusively for GnosisDAO - no competing mandates, no divided attention, no conflicts of interest.
Key Proposal Highlights
| Element | Proposal |
|---|---|
| Single-client model | Yes |
| Annual Base Fee | $1,000,000 |
| Performance Fee | 30% above benchmark |
| Long-Term Alignment | 20% equity to Gnosis upon expansion |
| Liability | $500k/year for gross negligence |
| Termination Notice | 90 days |
Team & Legal Structure
Legal Entity
Noctua Capital LLC is a Delaware-incorporated LLC structured to serve as a delegated committee for DAO-controlled entities, including Cayman-incorporated foundations holding mandates from Gnosis DAO.
Relevant Track Record
@dave founded Noca to bridge the gap between institutional treasury standards and the operational realities of DAOs. With a background in finance from HEC Paris, he has worked in crypto full-time since 2017.
He has been active within the Gnosis ecosystem for nearly eight years, from the 2017 Berlin meetups and being an early user of Omen and GPv1. Dave led treasury management at DXdao, a DAO project between Gnosis and DAOstack. While at DXdao he also responsibly disclosed a critical governance vulnerability that could have enabled a complete treasury drain.
Since November 2025, Dave has stepped in to act as GnosisDAO’s interim treasury operator, ensuring a smooth transition period. Noca is currently expanding the team with additional hires bringing extensive experience in DeFi operations and treasury management.
DAO & Foundation Experience
- Deep experience with Gnosis ecosystem, including governance participation and protocol interactions (Omen, GPv1, GPv2, Gnosis Auction, DXdao)
- Proven crisis management during major DeFi exploits, including coordinating response strategies and executing emergency procedures
- Responsible disclosure of critical governance vulnerabilities demonstrating commitment to protocol security
Scope of Work
1. Endowment Management
Objective: Deploy capital into yield-generating strategies to preserve principal and generate alpha.
Responsibilities
- Active management of stablecoin and ETH positions for yield optimisation
- Position consolidation: deploy positions in size, closing current small positions the DAO holds
- Liquidation of non-strategic assets into yield-focused assets
- 24/7 monitoring, alerts, and emergency procedures
- Risk-adjusted alpha research (ETH yield, stables, RWAs)
Conflict of interest disclosure required for any position involving protocols where Noca holds material personal positions, entities with advisory or equity relationships, or related-party transactions. Disclosures reported to Gnosis Ltd prior to capital deployment with quarterly summary. Strategic alignment filter: no deployment to direct competitors or ecosystems misaligned with Gnosis (Gnosis Ltd holds sole discretion).
2. Strategic GNO Buyback Authority
Objective: Enable opportunistic accumulation of GNO during periods of market undervaluation.
| Parameter | Limit |
|---|---|
| Maximum quarterly deployment | $5,000,000 |
| Maximum single-day execution | $500,000 |
| Execution venues | DEXs, CEXs, Aggregators (CoW Swap), OTC |
Rationale: Discretionary authority enables quick action during market dislocations without governance delays that would result in adverse execution.
3. Gnosis Chain Liquidity Operations
Objective: Provide deep, reliable liquidity across Gnosis Chain to support ecosystem growth and strategic asset liquidity.
Responsibilities
- FX liquidity management to support Gnosis Pay (EURe, GBPe, BRLA, BRZ, etc.)
- Lending market and AMM liquidity provision for strategic pairs
- Discretionary incentives and ecosystem liquidity provision for operational efficiency
- Circles liquidity support
- GIP disbursements, payments, and counterparty due diligence
Operational Standards
| Metric | Target |
|---|---|
| GIP transaction execution | Within 10 business days post-approval* |
| Price impact ($100k swaps) | < 100bps for strategic pairs |
| Liquidity uptime | > 95% |
| Request turnaround | 48 business hours |
*or as mutually agreed for complex operations
4. Governance & Voting
Objective: Maximise the utility and influence of governance tokens held by the DAO by delegating voting power to Noca for active participation in protocol governance.
Scope
- GnosisDAO delegates voting power for any governance tokens held in treasury to Noca (excluding GNO)
- Noca shall vote in the best interest of GnosisDAO and GNO holders, considering:
- Proposals that are relevant for GnosisDAO
- Alignment with Gnosis ecosystem objectives
- Long-term value preservation of held positions
- Avoidance of conflicts with GnosisDAO strategic interests
- Noca shall exercise delegated voting rights at its discretion without prior approval for routine governance matters
Conflict Policy: Noca shall abstain on any vote presenting a direct conflict of interest.
5. Reporting & Transparency
Real-time public dashboard replaces traditional monthly reports; quarterly written reviews provide strategic context and KPI assessment.
Public Treasury Dashboard (Real-Time)
- Consolidated on-chain positions
- GNO circulating supply and NAV tracking
- Burn rate and runway projections
- GIP expenditure history
Quarterly Reviews
- KPI performance vs. targets
- Off-chain asset overview (i.e. Venture Portfolio)
- Governance participation summary
- GNO buyback performance disclosure
Out of Scope
The following are explicitly excluded from this mandate:
- Legal, tax, or regulatory advisory services
- Audit coordination or smart contract security reviews
- Technical infrastructure development or operations
- Business development, partnership sourcing, or protocol deployment coordination
- External data submissions and metadata maintenance
Risk & Operational Approach
Benchmarks & Performance Measurement
| Asset Class | Benchmark | Rationale |
|---|---|---|
| USD Stablecoins | USTB (Short Duration US Gov Securities) | Low-risk USD reference rate |
| ETH | Median Network Staking APR | Reflects baseline validator yield |
Liability Framework
Scope of Liability: Noca accepts shared liability for losses arising from gross negligence on Gnosis Chain operations, defined as:
- Failure to execute approved transactions within SLAs that results in liquidations or documented financial penalties
- Unauthorized transactions or positions outside approved parameters
- Errors in transaction parameters (e.g., excessive slippage limits, incorrect oracle addresses) leading to immediate loss
- Willful or persistent deviation from mutually agreed-upon operational manuals
Exclusions: Smart contract exploits, oracle manipulation, bridge exploits, governance attacks, market events, regulatory actions, and force majeure are explicitly not considered negligence.
Liability Terms: capped at $500k per year. Disputed classifications subject to independent third-party arbitration.
Custody & Execution Framework
Non-Custodial Architecture
All treasury assets remain under DAO control via Safe multisig infrastructure. Noca operates as a delegated executor with scoped permissions - never as a custodian.
| Element | Approach |
|---|---|
| Asset Custody | DAO-controlled Safe contracts |
| Execution Model | Delegated authority via signers and modular Safe permissions |
| Key Principle | DAO retains ultimate control; permissions revocable without Noca cooperation |
Fee Structure
Total Annual Cost: $1,000,000 base fee + 30% performance fees
| Component | Terms |
|---|---|
| Base Fee | $1,000,000/year, paid monthly |
| Performance Fee | 30% of returns above benchmark (uncapped), paid quarterly |
| Operational Costs | Gas, rebalancing, third-party fees covered by DAO Treasury |
Base fee: First year $500k paid upon execution to cover operational setup, with regular monthly payments starting July 2026. Base fee subject to 3% annual adjustment beginning year two.
Performance Calculation: USD positions measured quarter-over-quarter vs. USTB benchmark; ETH positions measured quarter-over-quarter vs. median consensus layer APR.
Long-Term Alignment
- Noca shall be an exclusive service provider to Gnosis
- Expansion to new clients shall require Gnosis approval
- If and when Noca expands to other clients, Gnosis shall receive a 20% stake in Noca
Execution & Termination
Execution
Upon approval, the DAO will execute a services agreement via Gnosis DAO Operational Foundation incorporating these terms. Gnosis Ltd is authorised to negotiate such agreement on behalf of the DAO.
Termination
This is an ongoing engagement with no fixed term. Either party may terminate with 90 days written notice. Upon termination:
- Noca shall execute orderly wind-down of positions as directed by the DAO
- Fees pro-rated to termination date
- Base compensation continues during wind-down for ongoing operational responsibilities
Proposal IPFS hash: bafkreig3wxfkqhnahvc2owzpdbpregplsq55nic52lqgsaokc2w3ip3rtu