Data as of Aug 25, 2026 · Based on 327 AI responses from ChatGPT Search and Google AI Mode · See how Parse measures this
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Source | Citation share |
|---|---|
 Ensuring leadership protection with D&O insurance - CFO.comhttps://www.cfo.com/news/ensuring-leadership-protection-with-do-insurance-action-items-for-cfos/733223/ | 6.2% |
 How CFOs Can Balance Personal And Corporate D&O ...https://www.forbes.com/sites/priyacherianhuskins/2025/12/22/how-cfos-can-balance-personal-and-corporate-do-insurance-protection/ | 3.5% |
 D&O Insurance Guide: Coverage, Costs and Who Needs Ithttps://www.diligent.com/resources/blog/d-and-o-insurance | 3.2% |
Directors and Officers (D&O) Insurance: Coverage and Costs – Forbes Advisorhttps://www.forbes.com/advisor/business-insurance/directors-and-officers-insurance/ | 2.9% |
 Director Essentials: Directors & Officers Liability Insurancehttps://www.nacdonline.org/all-governance/governance-resources/governance-research/director-faqs-and-essentials/director-essentials-directors--officers-liability-insurance/ | 2.3% |
 Directors and Officers Liability Insurance: What Is D&O Coverage? - NerdWallethttps://www.nerdwallet.com/business/insurance/learn/what-is-directors-and-officers-insurance | 2.3% |
 D&O Insurance for CFOs - Click Here for Protection!https://www.policybazaar.com/corporate-insurance/articles/d-o-insurance-for-cfos/ | 2.1% |
 How to Get D&O Insurance: Steps, Costs, and Coverage - LegalClarityhttps://legalclarity.org/how-to-get-do-insurance-steps-costs-and-coverage/ | 1.8% |
Directors and Officers (D&O) Insurance: Coverage and Costs – Forbes Advisorhttps://www.forbes.com/advisor/insurance/directors-and-officers-business-insurance/ | 1.7% |
 Basic but Important Considerations for Corporations—Both For-Profit and Non-Profit: Understanding Director and Officer Liability Insurance - Ward and Smith, P.A.https://www.wardandsmith.com/article/basic-but-important-considerations-for-corporations-both-for-profit-and-non-profit-understanding-director-and-officer-liability-insurance | 1.5% |
For a CFO, the best approach is usually **not to buy D&O directly from an insurer**. Treat it as a structured insurance-market exercise: hire a specialist broker, have them run a competitive underwriting process, and have your corporate counsel review the final wording. For a private company, I’d approach it this way:…
For a CFO, the best approach is usually not to buy D&O directly from an insurer. Treat it as a structured insurance-market exercise: hire a specialist broker, have them run a competitive underwriting process, and have your corporate counsel review the final wording.
For a private company, I’d approach it this way:
Interview 2–3 brokers, but ultimately appoint one to take your company to market. Having multiple brokers approach the same insurers can create confusion and weaken your negotiating position. Gallagher specifically recommends choosing one broker before approaching the market.
Look for a broker who:
Examples of firms with substantial D&O practices include Gallagher, Marsh and WTW. The important thing is the specific broker/team, not simply the brand.
The CFO should expect to provide substantially more than a basic insurance application.
Typically, prepare:
Be extremely careful about known circumstances. D&O is generally written on a claims-made/claims-made-and-reported basis, and disclosure of known potential claims can materially affect coverage.
This is probably the biggest CFO mistake.
Two policies can both say "$10 million D&O" while providing materially different protection. D&O wording isn't standardized, and definitions, exclusions and retention structures can substantially change the actual coverage.
At minimum, have your broker produce a side-by-side comparison of:
| Issue | What I'd scrutinize |
|---|---|
| Side A | Protection for directors/officers when the company cannot indemnify them |
| Side B | Reimbursement to the company for indemnifying directors/officers |
| Side C | Coverage for claims against the company itself |
| Retention/SIR | How much the company must pay before insurance responds |
| Limits | Total limits and whether they are shared across A/B/C |
| Exclusions | Particularly conduct, fraud, contract, employment, antitrust and regulatory exclusions |
| Prior acts | Whether historical acts are covered |
| Change of control | What happens if you are acquired or undergo a major transaction |
| Insured vs. insured | Important exceptions/carve-backs |
| Bankruptcy | Protection of the directors/officers if the company becomes insolvent |
| Defense costs | Whether/how they erode the limits |
| Consent to settlement | Whether the insurer can settle without the insured's consent |
| Claims reporting | Notice deadlines and requirements |
For a private company, Side C deserves particular attention because entity coverage is generally broader than it is for a public company.
This is something I'd specifically ask your broker about rather than assuming the standard ABC policy is sufficient.
Side A protects individual directors and officers when the company can't indemnify them—for example, in certain bankruptcy or insolvency situations. Standalone Side A/DIC coverage can provide broader protection and may sit above the regular ABC tower.
Whether it's worth purchasing depends heavily on your company's capitalization, debt, ownership, board composition, litigation exposure and risk of financial distress.
I'd have outside corporate/insurance counsel review the actual policy forms and endorsements, not merely the broker's coverage summary.
In particular, ask counsel to focus on:
WTW notes that conduct exclusions, insured-vs.-insured provisions, order of payments and bankruptcy-related language can become particularly important when a company is under financial stress.
I'd have your broker approach a meaningful panel of appropriate D&O insurers and ask them to quote the same requested structure.
Then negotiate—not just price, but:
The objective is best risk-adjusted protection per premium dollar, not lowest premium.
Don't start with "What does a company our size normally buy?"
Start with:
What is the largest plausible D&O claim against our directors/officers/company, and what portion could realistically reach the insurance tower? Then consider:
Your broker should provide a limits benchmark plus an exposure-based recommendation, rather than simply telling you what similar companies purchase. Gallagher's 2026 private-company guide specifically emphasizes both benchmarking and tailoring limits to the company's exposure.
I'd run the process like this:
CFO → interview 2–3 specialist D&O brokers → select one → prepare underwriting package → broker markets it to appropriate carriers → receive 4–8 serious proposals → broker creates coverage/pricing matrix → CFO + GC review → negotiate wording → select carrier → board approves program → bind coverage.
And I would not let the broker's "premium comparison" be the decision document. I'd want a one-page board-level recommendation showing:
Carrier | Limits | Retention | Side A | Side B | Side C | Key exclusions | Major enhancements | Premium | Broker recommendation
If you tell me (1) private vs. public, (2) approximate annual revenue/valuation, (3) industry, (4) number of employees, (5) whether you have outside investors/debt, and (6) whether you're contemplating an acquisition or IPO, I can lay out a CFO-level D&O buying strategy, including a reasonable starting limit/retention structure and the specific policy terms I'd negotiate.
CFO → interview 2–3 specialist D&O brokers → select one → prepare underwriting package → broker markets it to appropriate carriers → receive 4–8 serious proposals → broker creates coverage/pricing matrix → CFO + GC review → negotiate wording → select carrier → board approves program → bind coverage.
And I would not let the broker's "premium comparison" be the decision document. I'd want a one-page board-level recommendation showing:
Carrier | Limits | Retention | Side A | Side B | Side C | Key exclusions | Major enhancements | Premium | Broker recommendation
As a CFO, securing Directors and Officers (D&O) insurance isn’t just an administrative chore; it is a critical governance and risk-management strategy that protects both the corporate balance sheet and the personal assets of your leadership team.[](https://www.youtube.com/watch?v=KjZX4Y8iapE&t=7)…
As a CFO, securing Directors and Officers (D&O) insurance isn’t just an administrative chore; it is a critical governance and risk-management strategy that protects both the corporate balance sheet and the personal assets of your leadership team.
The best way to approach D&O procurement is through a structured, strategic process rather than treating it like a standard commodity purchase.
- Do not rely on a generalist commercial property-and-casualty broker. Work with an experienced, specialized broker who has deep market knowledge in your specific sector (e.g., tech, biotech, manufacturing) and company stage (private, pre-IPO, public).
- A great broker provides robust benchmarking data, leverages insurer relationships, and helps negotiate bespoke policy wording rather than off-the-shelf forms.[](https://www.cfo.com/news/ensuring-leadership-protection-with-do-insurance-action-items-for-cfos/733223/) [[1]](https://www.cfo.com/news/ensuring-leadership-protection-with-do-insurance-action-items-for-cfos/733223/)[[2]](https://www.youtube.com/watch?v=0zHElUVGW9s&t=29)
- **Side A (Personal Protection):** Protects directors and officers personally when the corporation is legally or financially unable to indemnify them (e.g., in bankruptcy). Consider adding a dedicated **Side A DIC (Difference in Conditions)** policy for an extra layer of non-rescindable personal protection.
- **Side B (Corporate Reimbursement):** Reimburses the company when it *does* indemnify its leaders for legal defense costs or settlements.
- **Side C (Entity Coverage):** Protects the corporate entity itself—vital for public companies facing securities claims, or private companies facing certain types of litigation.[](https://www.forbes.com/sites/priyacherianhuskins/2025/12/22/how-cfos-can-balance-personal-and-corporate-do-insurance-protection/) [[1]](https://www.forbes.com/sites/priyacherianhuskins/2025/12/22/how-cfos-can-balance-personal-and-corporate-do-insurance-protection/)[[2]](https://www.youtube.com/watch?v=KjZX4Y8iapE&t=7)[[3]](https://www.cfo.com/news/ensuring-leadership-protection-with-do-insurance-action-items-for-cfos/733223/)[[4]](https://www.forbes.com/sites/priyacherianhuskins/2025/12/22/how-cfos-can-balance-personal-and-corporate-do-insurance-protection/)
- Focus heavily on terms, conditions, definitions, and exclusions, not just the bottom-line premium. A cheaper policy often comes with restrictive definitions or problematic prior-acts exclusions.
- Look beyond basic peer size or market-cap benchmarking. Analyze *why* you need specific limits based on your unique risk profile, litigation history, capital-raising plans, and balance-sheet solvency.[](https://www.youtube.com/watch?v=0zHElUVGW9s&t=29) [[1]](https://www.youtube.com/watch?v=0zHElUVGW9s&t=29)[[2]](https://www.cfo.com/news/ensuring-leadership-protection-with-do-insurance-action-items-for-cfos/733223/)[[3]](https://www.forbes.com/sites/priyacherianhuskins/2025/12/22/how-cfos-can-balance-personal-and-corporate-do-insurance-protection/)
- Underwriters look closely at your financial health, cash runway, cap table, litigation history, and corporate governance practices.
- Work with your legal counsel and broker to craft a clean, transparent narrative. Proactively explaining potential risk factors before the underwriter finds them can prevent punitive exclusions or inflated pricing.
- Pay attention to the **Side B/C Retentions (SIR - Self-Insured Retention)** . Make sure your Side A limits match or exceed the size of your corporate retention so that individual officers aren't exposed if the company hits a cash crunch.
- Inspect the "severability" clauses to ensure that one executive's misstatement or bad act doesn't jeopardize the coverage or rescind the policy for innocent directors and officers.[](https://www.forbes.com/sites/priyacherianhuskins/2025/12/22/how-cfos-can-balance-personal-and-corporate-do-insurance-protection/) [[1]](https://www.forbes.com/sites/priyacherianhuskins/2025/12/22/how-cfos-can-balance-personal-and-corporate-do-insurance-protection/)[[2]](https://www.forbes.com/sites/priyacherianhuskins/2025/12/22/how-cfos-can-balance-personal-and-corporate-do-insurance-protection/)
To help tailor this strategy, could you share:
I can provide more targeted recommendations on appropriate limit ranges and key policy provisions to watch out for.
Securing Directors and Officers (D&O) insurance requires balancing personal protection for leadership with corporate balance sheet preservation . For a CFO, the process is less about buying a commodity product and more about engineering a specialized risk-transfer…
Securing Directors and Officers (D&O) insurance requires balancing personal protection for leadership with corporate balance sheet preservation . For a CFO, the process is less about buying a commodity product and more about engineering a specialized risk-transfer mechanism.
The best, most methodical way to approach D&O procurement involves a structured, multi-step process:
If you'd like to narrow this down, tell me:
I can provide a more tailored checklist of suggested coverage limits and critical policy riders for your profile.
For a CFO, the best way to obtain **Directors & Officers (D&O) insurance** is usually to run a structured insurance placement process rather than simply buying the cheapest policy. D&O protects directors and officers against claims alleging wrongful acts in their corporate roles, and the policy structure (especially…
For a CFO, the best way to obtain Directors & Officers (D&O) insurance is usually to run a structured insurance placement process rather than simply buying the cheapest policy. D&O protects directors and officers against claims alleging wrongful acts in their corporate roles, and the policy structure (especially Side A, B, and C coverage, exclusions, and limits) can matter as much as the premium.
A practical CFO-led approach:
Use a broker who regularly places D&O / executive liability coverage, not just a general commercial insurance agent. A good broker should:
For larger private companies, venture-backed companies, PE-backed companies, financial services firms, and public companies, a specialist broker is usually worth the effort.
Before requesting quotes, align with your CEO, board, and legal counsel on:
Key coverage components to understand:
D&O underwriting is heavily based on the quality of your submission. Expect to provide:
Underwriters commonly evaluate financial condition, governance practices, leadership, and litigation history.
Ask your broker to approach several appropriate carriers. Compare:
| Item | What to evaluate |
|---|---|
| Limit | Total protection available |
| Retention | Amount the company pays before insurance responds |
| Exclusions | Especially bankruptcy, prior acts, claims, cyber, employment practices |
| Severability | Protection for innocent directors if another insured misrepresents information |
| Advancement of defense costs | How quickly legal fees are paid |
| Side A protection | Whether individuals have adequate personal protection |
| Insurer financial strength | Ability to pay major claims |
The cheapest premium can come with restrictive wording that creates problems during a claim.
D&O is a board-level protection issue. A good practice is to present:
Many companies also include a board member or outside counsel in the final review.
Begin the process at least 60–90 days before renewal for most companies, and earlier if you have:
Early preparation gives insurers time to ask questions and gives you leverage to negotiate.
If you share your company profile (private vs. public, revenue range, industry, number of employees, ownership structure, and whether you are VC/PE-backed), I can suggest a more tailored D&O placement strategy and typical coverage structure.
Many companies also include a board member or outside counsel in the final review.
Begin the process at least 60–90 days before renewal for most companies, and earlier if you have:
Early preparation gives insurers time to ask questions and gives you leverage to negotiate.
For a CFO, the best approach is usually **not to buy D&O directly from an insurer**. Treat it as a management-liability placement and have a **specialist executive-risk/D&O broker** run a competitive market process for you. As of 2026, the private-company D&O market is relatively competitive, with capacity generally…
For a CFO, the best approach is usually not to buy D&O directly from an insurer. Treat it as a management-liability placement and have a specialist executive-risk/D&O broker run a competitive market process for you.
As of 2026, the private-company D&O market is relatively competitive, with capacity generally available, although insurers remain focused on defense costs, claim frequency, and severity.
Use a broker that has a dedicated financial/executive-liability practice—not simply the person who handles your property and general liability. A specialist can approach multiple carriers and negotiate the actual policy wording, not just the premium. NAIC notes that businesses can obtain insurance through licensed brokers, while specialist brokers can help navigate complex coverage.
Examples of large firms with dedicated D&O practices include aon.com and other major commercial brokers such as Marsh and Gallagher. I would generally interview 2–3 brokers, rather than letting several brokers independently approach the same insurers. 2. Give the broker a good underwriting package
Expect to provide things such as:
The better the submission, the more effectively the broker can create competition among carriers. 3. Have the broker obtain multiple quotes—but compare the wording, not just the price
D&O is particularly sensitive to policy language. Aon describes the traditional structure as:
For a private company, I'd pay especially close attention to Side A protection, because it is the part that ultimately protects the personal assets of directors and officers when indemnification isn't available. Aon 4. Get your corporate lawyer involved before binding
This is one of the areas where the CFO, broker, and corporate counsel should work together. Have counsel review:
Defense-cost mechanics deserve particular attention. Some policies operate on a "duty to defend" basis, while others reimburse defense expenses; that can materially affect your control over counsel and your cash flow during a claim.
Don't start with "What is the cheapest $5 million policy?"
Instead, have the broker produce a $5M / $10M / $15M / $25M (or appropriate range) limit analysis showing premium, retention, and coverage differences at each level.
The appropriate limit depends heavily on company size, capitalization, industry, ownership structure, litigation exposure, debt, board composition, and whether you're approaching a financing, acquisition, or IPO.
I'd also ask the broker to benchmark you against similarly situated companies, rather than simply accepting the broker's generic recommendation.
For a company with meaningful outside directors, significant institutional investors, substantial assets, or a meaningful bankruptcy/financial-distress risk, ask the broker whether a dedicated Side A DIC/excess Side A layer makes sense.
It sits outside the ordinary ABC tower and is designed to protect directors and officers when the underlying program can't respond—for example, because of bankruptcy, exhaustion of limits, or certain coverage disputes.
You don't necessarily need it, but it's worth having the broker explicitly price it rather than leaving it out of the discussion.
While you're doing the D&O placement, I'd have the broker evaluate whether you need separate or bundled:
These are related but not substitutes for D&O. Aon, for example, treats them as distinct components of a broader financial/executive-risk program.
I'd run it as a mini-RFP:
Week 1: Interview 2–3 specialist D&O brokers Week 2: Select broker and give them the underwriting package Weeks 2–3: Broker approaches 5–8 appropriate carriers Week 4: Receive quotes and specimen policies Week 4: CFO + GC compare coverage and exclusions Week 5: Negotiate terms, limits, retention and Side A Week 5: Bind coverage
The key is to choose the broker first, then let that broker create competition among insurers. You don't want three brokers simultaneously approaching the same underwriters, because that can actually make your placement less efficient.
If you tell me (1) whether you're private or public, (2) approximate annual revenue, (3) industry, (4) number of employees, (5) whether you have outside/institutional investors, and (6) whether you're planning an acquisition, financing, or IPO, I can give you a much more specific recommendation for appropriate limits, deductible/retention, Side A structure, and what I would put into the broker RFP.
While you're doing the D&O placement, I'd have the broker evaluate whether you need separate or bundled:
These are related but not substitutes for D&O. Aon, for example, treats them as distinct components of a broader financial/executive-risk program.
I'd run it as a mini-RFP:
For a CFO, procuring Directors and Officers (D&O) insurance isn’t a routine vendor purchase—it’s a critical risk-mitigation and corporate governance exercise . Unlike standardized property or casualty lines, D&O policies are heavily customized, complex, and filled with non-standard fine…
For a CFO, procuring Directors and Officers (D&O) insurance isn’t a routine vendor purchase—it’s a critical risk-mitigation and corporate governance exercise . Unlike standardized property or casualty lines, D&O policies are heavily customized, complex, and filled with non-standard fine print.
As a finance chief approaching the market, the best procurement strategy is structured, data-driven, and relies heavily on specialist advice.
Do not rely on a general commercial lines broker if they lack deep executive liability experience. Look for a reputable, specialized broker who understands your specific sector (whether you are a tech startup, mid-market manufacturer, non-profit, or pre-IPO entity).
Underwriters price risk based on transparency and financial health. Prepare a clean, proactive submission package that includes:
Ensure you and your legal counsel understand what parts of the policy you are buying:
Never judge a D&O proposal by the premium alone; evaluate the breadth of the insuring agreement. Pay close attention to:
To help tailor this strategy, could you share:
As a CFO, securing Directors and Officers (D&O) insurance isn’t just an administrative chore—it’s a critical risk management and talent-retention exercise . Navigating the market effectively requires a structured, tactical approach rather than just taking the first off-the-shelf…
As a CFO, securing Directors and Officers (D&O) insurance isn’t just an administrative chore—it’s a critical risk management and talent-retention exercise . Navigating the market effectively requires a structured, tactical approach rather than just taking the first off-the-shelf quote.
The best process for a CFO to secure optimal D&O coverage involves several key steps:
To help tailor this strategy, could you share your company's current stage (e.g., early-stage startup, scaling private company, or preparing for an IPO) and approximate revenue ? I can provide more specific guidance on expected limits and cost benchmarks.
For a CFO, the **best way to buy D&O insurance is usually through a specialist executive-liability insurance broker**, rather than approaching an insurer directly. The broker should take your company to several appropriate D&O underwriters, negotiate the wording—not just the premium—and give you a side-by-side…
For a CFO, the best way to buy D&O insurance is usually through a specialist executive-liability insurance broker, rather than approaching an insurer directly. The broker should take your company to several appropriate D&O underwriters, negotiate the wording—not just the premium—and give you a side-by-side comparison.
D&O is particularly important because it can protect both the individual directors/officers and, depending on the policy, the company itself. Typical D&O structures include Side A, Side B, and Side C coverage.
1. Use a broker who specializes in D&O/management liability
Don't rely solely on your general commercial insurance agent. Ask for a broker with a substantial private-company D&O practice (or public-company D&O experience if you're public).
Have the broker obtain quotes from several strong D&O markets. For example, AIG's D&O practice and Chubb's private-company management liability practice both specifically offer D&O products for private companies. Those are examples of markets—not necessarily my recommendation for your particular company.
2. Give the broker a complete underwriting package
Expect to provide things such as:
The cleaner and more complete the submission, the more competitive the underwriting process tends to be.
3. Don't select based on premium alone
This is where a CFO can add significant value.
I'd have the broker compare the actual policy forms on:
| Issue | What I'd focus on |
|---|---|
| Side A | Protection of individual directors/officers when the company can't or won't indemnify them |
| Side B | Reimbursement to the company when it indemnifies executives |
| Side C | Entity coverage and exactly what claims are covered |
| Retention | Different retentions for different types of claims |
| Exclusions | Especially fraud, prior acts, insured-vs-insured, bodily injury/property damage, contractual liability |
| Defense costs | Whether they are inside or outside the limit |
| Choice of counsel | Who selects defense counsel and whether panel restrictions apply |
| Change of control | What happens if you sell the company or undergo a merger |
| Prior/pending litigation | Extremely important when changing carriers |
| Severability | Whether one insured's knowledge/conduct gets imputed to others |
| Runoff/tail | Coverage following a sale, merger, IPO, or other transaction |
| Investigations | Coverage for regulatory investigations and demands |
| Bankruptcy | Protection of individual directors/officers if the company becomes insolvent |
For example, AIG describes Side A as protecting individuals when the organization is unable or not permitted to indemnify them, while Side B responds when the company can indemnify them; Side C provides entity protection.
If your company has meaningful outside directors, institutional investors, significant debt, or a meaningful insolvency risk, I'd have the broker specifically analyze whether you need dedicated Side A/DIC coverage in addition to the basic D&O tower.
That's because Side A is designed for situations where the company's indemnification isn't available—for example, because of insolvency or legal restrictions.
There isn't a universal answer. I'd have the broker model several limits rather than asking, "What's the standard?"
For example:
Then compare the incremental premium per additional $1M of limits and the company's realistic litigation exposure.
For a larger company, I'd also consider a D&O tower—a primary policy plus excess layers—rather than simply buying one large primary policy.
For many private companies, D&O isn't the only executive-liability exposure. A broker may package D&O with:
AIG, for example, offers private-company management liability combining D&O with options such as EPL, fiduciary liability and crime coverage. www.aig.com Chubb similarly offers a configurable private-company management-liability portfolio.
I'd run it almost like an RFP:
Week 1: Select 2–3 specialist brokers
↓
Week 2: Give all brokers the identical underwriting package
↓
Week 3: Have each broker approach appropriate D&O markets
↓
Week 4: Receive quotes + actual policy forms/endorsements
↓
Week 5: Compare coverage, exclusions, retentions, limits and insurer financial strength
↓
Week 6: Negotiate wording and pricing with the finalist
↓
Then: Have your corporate counsel review the final policy against the company's indemnification provisions and bylaws.
The key point: Don't let the broker reduce the exercise to "Carrier A is $35K and Carrier B is $42K." D&O is a policy-wording business. A $7,000 premium difference can be irrelevant if the cheaper policy has materially worse exclusions or claims provisions.
If you tell me (1) private vs. public, (2) annual revenue, (3) industry, (4) number of employees, (5) approximate company valuation/assets, and (6) whether you have outside investors/PE/VC, I can give you a much more specific recommendation for how much D&O to buy, what Side A structure I'd consider, likely deductible/retention strategy, and which insurers/broker type I'd put on the RFP.
For a CFO, the **best way to buy D&O insurance is usually through a broker that specializes in management liability—not by buying a generic small-business policy directly online**. D&O wording varies materially between insurers, so comparing the actual forms, exclusions, and claims provisions is more important than…
For a CFO, the best way to buy D&O insurance is usually through a broker that specializes in management liability—not by buying a generic small-business policy directly online. D&O wording varies materially between insurers, so comparing the actual forms, exclusions, and claims provisions is more important than simply getting the lowest premium. www.nerdwallet.com
1. Hire a specialist broker and run a competitive process.
Ask your existing commercial insurance broker whether they have a dedicated D&O/management-liability practice. If not, get a second broker who regularly places D&O for companies similar to yours.
I'd have the broker approach 3–5 appropriate insurers/markets and give each the same underwriting package. That gives you meaningful apples-to-apples competition.
2. Prepare a strong underwriting submission.
Expect to provide things such as:
These are common underwriting questions for private-company D&O.
3. Decide what you're actually trying to protect.
For a private company, I'd pay particular attention to the three "sides":
Most policies combine these, but they share the policy limit, so the allocation matters.
For a company with meaningful financial exposure, I'd specifically ask the broker about dedicated Side A/DIC coverage rather than assuming the standard tower is sufficient. It can preserve personal protection for directors and officers if the company's balance sheet or the underlying D&O limits become compromised.
Don't let the process become "here are three premiums—pick the cheapest."
Have your broker compare the actual policy forms for:
| Issue | What I'd want to examine |
|---|---|
| Limit | $1M, $2M, $5M+ depending on company exposure |
| Retention | How much the company pays before insurance responds |
| Side A | Dedicated additional limit if appropriate |
| Entity coverage | How broadly the company itself is protected |
| Defense costs | Whether they erode the limit |
| Insured vs. insured | Breadth of this exclusion and exceptions |
| Prior acts | Make sure historical acts aren't inadvertently excluded |
| Change of control | Critical if you're contemplating an acquisition, sale or IPO |
| Bankruptcy/insolvency | Particularly important for venture-backed or leveraged companies |
| Regulatory investigations | What investigations are covered and when |
| Employment claims | Coordinate D&O with EPLI |
| Fraud/dishonesty | How the exclusion works and whether it requires a final adjudication |
| Definition of "claim" | Often more important than people realize |
| Choice of counsel | Who gets to defend your executives |
| Worldwide coverage | If you have international operations/directors |
D&O is generally claims-made, so continuity of coverage and the policy's retroactive/prior-acts provisions deserve particular attention.
D&O shouldn't be evaluated in isolation. Depending on your company, I'd have the broker map D&O against:
D&O ↔ EPLI ↔ Cyber ↔ E&O/Professional Liability ↔ Crime ↔ Fiduciary Liability
The goal is to identify gaps and, importantly, which policy responds first when a claim could potentially fall under more than one coverage.
For example, D&O isn't a substitute for E&O/professional liability; E&O addresses liability arising from mistakes in providing professional services.
I'd give the broker a mandate along these lines:
"Bring me three strong D&O alternatives, not three cheap quotes. I want the recommended primary insurer, limits, retention, Side A/DIC options, major exclusions, prior-acts treatment, defense provisions, and a redline/coverage comparison of the policy forms."
Then have outside corporate counsel review the final policy before binding it. The CFO, broker and lawyer each see different risks: the broker understands the market, the CFO understands the company's financial exposure, and counsel can identify contractual/legal coverage problems.
One other important point: don't wait until a financing, acquisition, board change, or IPO is imminent. Because D&O is claims-made and change-of-control provisions can materially affect coverage, getting the policy in place before a major transaction can be important.
If you tell me (1) private vs. public, (2) annual revenue, (3) industry, (4) number of employees, (5) whether you're VC/PE-backed, and (6) whether you have a board, I can give you a much more specific recommendation for appropriate limits, retention, Side A structure, and what I'd expect the premium to look like.
As a CFO, approaching D&O (Directors and Officers) insurance requires balancing **personal asset protection** for your leadership team with **balance sheet defense** for the organization. Because D&O policies are non-standardized and highly negotiable, the "best" way to get coverage is a structured, strategic…
As a CFO, approaching D&O (Directors and Officers) insurance requires balancing personal asset protection for your leadership team with balance sheet defense for the organization. Because D&O policies are non-standardized and highly negotiable, the "best" way to get coverage is a structured, strategic procurement process rather than a transactional quote comparison.
The step-by-step best practice approach for a CFO includes the following actions:
If you'd like to narrow this down, please share:
I can help you pinpoint recommended coverage limits and critical policy endorsements to ask your broker for.
