Commercial Insurance

Directors & Officers Insurance — Protecting the People Who Lead

A single lawsuit against your executives or board members can reach into their personal assets — homes, savings, retirement accounts. D&O insurance protects the individuals who lead your organization from the personal financial consequences of management decisions.

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What is Directors & Officers Insurance?

D&O insurance protects the personal assets of executives, directors, officers, and board members from claims alleging wrongful acts in the management of the organization. Without it, personal homes, savings accounts, and retirement funds are all at risk.

Side A — Individual Protection

Covers directors and officers directly when the company is unable or unwilling to indemnify them — such as in bankruptcy or regulatory proceedings. Protects personal assets when the company can't step in.

Side B — Company Reimbursement

Reimburses the company for amounts it pays to indemnify its directors and officers. This is the most commonly triggered coverage and protects the company's balance sheet.

Side C — Entity Coverage

Available primarily for publicly traded companies — covers the organization itself for securities claims brought directly against the entity, not just its individuals.

What Triggers a D&O Claim

Wrongful act allegations can arise from shareholders, investors, creditors, employees, customers, competitors, or regulators. You don't have to do something wrong — being accused is enough to trigger significant legal costs.

We write D&O across private companies, nonprofits, and growing businesses. Private company D&O is one of the fastest-growing segments of commercial insurance — and one of the most overlooked.

D&O is not just for public companies

Many business owners assume D&O is only for large, publicly traded corporations. In reality, the most common D&O claims are filed against private companies.

  • Minority shareholder disputes
  • Investor and lender claims
  • Merger and acquisition challenges
  • Regulatory and government investigations
  • Creditor claims in financial distress
  • Breach of fiduciary duty allegations

Who Needs D&O Coverage

D&O exposure begins the moment you have a board, investors, lenders, or employees who could claim a leadership decision harmed them.

Most Common

Private Companies

Private company D&O is essential for any business with outside investors, a board of directors, or significant lender relationships. Minority shareholder disputes and lender claims are the most common triggers.

  • Venture-backed and PE-backed companies
  • Family businesses with outside investors
  • Companies with formal boards
  • Pre-IPO companies
Most Common

Nonprofits

Board members of nonprofits often believe their volunteer status protects them from personal liability. It doesn't. Charitable immunity laws are limited, and donor disputes, employment claims, and misuse of funds allegations are all real exposures.

  • Board member personal asset protection
  • Donor dispute coverage
  • Employment practices for nonprofit staff
  • Often available at reduced nonprofit rates

Growing Businesses

As companies grow, add employees, take on investors, or enter new markets, D&O exposure grows with them. The time to get coverage is before a claim arises — not after.

  • Investor and board member protection
  • Protection before fundraising rounds
  • M&A and transaction liability
  • Regulatory compliance disputes

Financial Institutions

Banks, credit unions, and financial services firms face D&O exposure from regulators, shareholders, and customers. Regulatory investigation defense costs alone can be enormous.

  • SEC and regulatory investigations
  • Customer fraud allegations
  • Investment decision claims
  • FDIC enforcement actions

Healthcare Organizations

Hospital boards, physician group boards, and health system executives face governance liability alongside the clinical risks of the industry.

  • Board governance decisions
  • Antitrust and competition claims
  • Credentialing decisions
  • Medical staff bylaw disputes

Technology Companies

Tech companies with investors, employee stock plans, and rapid growth face governance disputes, securities claims, and regulatory investigations — especially around data and privacy.

  • Investor disputes and securities claims
  • Data privacy regulatory actions
  • IP and competitive disputes
  • Employee equity compensation claims

Management Liability — The Full Picture

D&O is often purchased alongside Employment Practices Liability (EPLI) and Fiduciary Liability as part of a management liability program.

Directors & Officers (D&O)

Protects executive decisions — governance, financial management, regulatory compliance, and strategic direction. The foundation of any management liability program.

Employment Practices (EPLI)

Covers claims from employees alleging wrongful termination, discrimination, harassment, or retaliation. Any employer with staff has EPLI exposure — it starts with the first hire.

Fiduciary Liability

Covers plan administrators and trustees against claims of mismanaging employee benefit plans — 401(k), pension, health plans. ERISA creates personal liability for plan fiduciaries.

Common Questions

  • Yes, if you have a board of directors, outside investors, significant lenders, or multiple shareholders. Private company D&O claims are extremely common — minority shareholder disputes, lender claims after financial difficulties, and regulatory investigations all generate claims against private company executives. Many PE-backed and venture-backed companies require D&O before investment rounds close.

  • General Liability covers bodily injury and property damage — physical harm. D&O covers wrongful acts in the management of the organization — financial harm from governance decisions, regulatory violations, breaches of fiduciary duty, and similar allegations. They protect different risks and you typically need both.

  • Yes. State charitable immunity laws provide some protection, but they are limited and vary significantly by state. Volunteer board members can be held personally liable for decisions made on behalf of the nonprofit. D&O insurance for nonprofits protects board members' personal assets and is typically available at reduced rates.

  • D&O policies typically exclude fraud or criminal acts (where there is a final court adjudication), personal profit from illegal acts, and bodily injury and property damage (those belong under GL). Intentional wrongdoing is excluded — but D&O covers defense costs even for groundless claims until a final adjudication of actual wrongdoing.

  • Yes — and it's usually the best approach. Most carriers offer management liability packages that combine all three coverages, often at better pricing than purchasing separately. A single management liability policy simplifies renewals and eliminates gaps between separate policies.