Late Ondo founder’s mother seeks control of company and removal of De Bode as CEO

Kathleen Allman, mother of the late Ondo Finance founder Nathan Allman, is seeking control of the company and the removal of Ian De Bode as chief executive and president, according to a verified complaint filed in the Delaware Court of Chancery.

In the complaint, Allman alleges that in the days after her son's death, De Bode improperly held himself out as CEO of Ondo without board approval and attempted to install himself as its sole director. She further contends that, as personal representative of Nathan Allman’s estate, she holds a controlling voting interest in the company and has the authority to reconstitute its board.

The public version of the filing redacts the precise size of that voting interest and the cause of Nathan Allman’s death.

"Ms. Allman's claims are meritless, and that will come through clearly in court. The company continues to have the support of key stakeholders, including its lead investors and the Ondo Foundation," De Bode told The Block in an email on Thursday. "The current leadership team remains fully committed to Ondo, its clients, the Ondo ecosystem, and Nate's vision for a more open, inclusive financial ecosystem. We look forward to putting this matter behind us."

In his provided comment, De Bode used the title of CEO of Ondo Finance.

Formerly of Goldman Sachs, Nathan (Nate) Allman founded Ondo Finance in 2021. The firm specializes in bringing traditional financial products onchain, with its main offerings including tokenized U.S. Treasurys, stocks, and ETFs, including the USDY and OUSG tokens.

Ondo (ONDO) has positioned itself as a leader in the real-world asset (RWA) tokenization space, with its governance token reflecting a market value of nearly $2 billion.

Peter Thiel's Founders Fund, Coinbase Ventures, Tiger Global and Wintermute are among Ondo's many financial backers. In 2022, Ondo raised $20 million in a Series A investment round.

Allman's death

In late May, Ondo announced that Nathan Allman had passed away.

Kathleen Allman alleges in her court complaint that De Bode did not have the required board approval to move into the role of CEO.

"At the time of Nate’s death, the Ondo Board had two directorships. Nate was sitting in one director seat, and the other seat was vacant. Thus, when Nate died, there were no directors," the complaint states.

De Bode assumes control

The complaint, filed on July 24, goes on to say that "shortly after Nate’s death, Ian began wrongfully holding himself out as Ondo’s Chief Executive Officer ... [and claiming] that when Nate died, he automatically became Ondo’s Chief Executive Officer without any board action being taken."

Allman also alleges that shortly after her son’s death, De Bode used company resources to try to "bully her into executing corporate documents to facilitate" his effort to assert control of Ondo. The filing says that Kathleen Allman was "affectionately" known as "Mama Ondo."

The court filing states that Kathleen Allman was appointed personal representative of Nathan Allman’s estate by a Hawaii court in late June. Then, about two weeks later, she executed a stockholder written consent appointing herself as the sole director of Ondo.

In her complaint, Kathleen Allman also alleges Ondo has refused to supply a stockholder list with the corresponding contact information.

Following her appointment as sole director, Kathleen Allman expanded the board to four seats and appointed Gordon Liao and Tahnee Towill. Liao, however, declined the appointment for "reasons unrelated" to the legal dispute, according to the filing.

Towill, an executive recruiter based in Hawaii, is Nathan Allman's sister.

On July 24, Allman and newly appointed board member Towill voted to remove De Bode from all officer, employee and consultant positions, including president. The board also appointed Kathleen Allman as chair, CEO, secretary and treasurer. According to the filed complaint, De Bode and Ondo General Counsel Mark Janoff attended that board meeting.

"Kathy Allman’s decision to file a lawsuit is regretful," De Bode said Thursday. "This course of action is clearly not in the interests of the company, its stockholders, the team, or the Ondo ecosystem. The board has worked diligently to engage constructively with the Allman estate to date and will continue to do so going forward."

For its part, the Allman-led board said it "remains committed to our founder Nate Allman's belief that on-chain markets are the future of finance," according to an email provided by a representative of Kathleen Allman. "We are focused on serving our community without interruption, and empowering our people to maintain our momentum, as we search for his successor."