What is the best way for a CFO to get D&O (Directors and Officers) insurance for our company?

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:

1. Engage a Specialized D&O Broker Early
   Do not use a general commercial lines broker for this task. D&O is highly technical, and market dynamics shift rapidly. Partner with an executive protection specialist or a reputable broker who explicitly understands your industry (e.g., tech/SaaS, biotech, manufacturing) and company stage (private, pre-IPO, or public).
2. Align Your Indemnification Bylaws and Corporate Profile
   Before going to market, review your corporate bylaws and indemnification agreements alongside your legal counsel. Underwriters will closely examine your financial statements, cap table, investor makeup, and litigation history. Clean financials and transparent disclosures directly influence your premium and structure.
3. Determine the Right "Sides" and Structure
   Work with your broker to design the appropriate coverage blocks:

• Side A: Protects individual directors and officers directly when the company cannot legally or financially indemnify them (vital in insolvency/bankruptcy scenarios). Consider adding a Side A DIC (Difference in Conditions) policy for extra personal asset protection.
• Side B: Reimburses the corporate balance sheet when it indemnifies the leadership team for legal defense or settlements.
• Side C (Entity Coverage): Protects the company itself. For private companies, this is broad; for public companies, it is typically restricted to securities-related claims.

1. Calibrate Limits and Retention Levels
   Evaluate peer benchmarking for your sector and revenue size to decide whether you need a $1M, $3M, $5M, or higher limit tower. Balance the cost of higher limits against your corporate retention (deductible) tolerances, ensuring the company can comfortably cover Side B/Side C retentions.
2. Negotiate Critical Exclusions and Provisions
   Scrutinize the fine print with legal counsel. Pay close attention to:

• Insured vs. Insured exclusions: Ensure internal disputes or derivative actions aren't completely walled off from coverage.
• Severability provisions: Ensure one executive's misrepresentation on the application doesn't void coverage for innocent directors and officers.
• Duty to defend wording: Understand whether you select counsel or if the insurer dictates it.

1. Time the Market Correctly
   Initiate the process 60 to 90 days prior to your effective or renewal date. Underwriters need time for due diligence, and shopping early prevents you from being cornered into accepting unfavorable terms.

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 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.

How I'd approach it as CFO

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:

• Revenue and assets
• Ownership/capitalization structure
• Number of employees
• Locations and subsidiaries
• Industry and major customers
• Current insurance program
• Existing D&O policy, if any
• Claims/litigation history
• Financial statements
• Debt/credit facilities
• Recent or anticipated financing
• M&A activity
• Whether an IPO or sale is contemplated
• Board composition
• Prior/current regulatory investigations

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:

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.

One thing I'd pay particular attention to: Side A

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.

How much coverage?

There isn't a universal answer. I'd have the broker model several limits rather than asking, "What's the standard?"

For example:

• $1M
• $2M
• $5M
• $10M
• Higher limits if your exposure warrants it

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.

I would also consider a broader management-liability package

For many private companies, D&O isn't the only executive-liability exposure. A broker may package D&O with:

• EPL — Employment Practices Liability
• Fiduciary liability
• Crime/fidelity
• Cyber
• Other management/professional liability

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.

My recommended CFO process

I'd run it almost like an RFP:

Week 1: Select 2–3 specialist brokers
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Week 2: Give all brokers the identical underwriting package
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Week 3: Have each broker approach appropriate D&O markets
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Week 4: Receive quotes + actual policy forms/endorsements
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Week 5: Compare coverage, exclusions, retentions, limits and insurer financial strength
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Week 6: Negotiate wording and pricing with the finalist
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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 simply getting the lowest premium. www.nerdwallet.com

The approach I'd recommend

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:

• Latest financial statements
• Revenue and growth history
• Capitalization table / ownership structure
• Debt and financing arrangements
• Board and management structure
• Current and prior insurance
• Litigation and claims history
• Any regulatory investigations
• M&A activity or planned transactions
• Employee count and layoffs/turnover
• Description of the business and customers
• Major contracts or unusual liabilities

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":

• Side A: protects directors/officers personally when the company can't indemnify them.
• Side B: reimburses the company when it indemnifies its directors/officers.
• Side C: provides entity coverage for certain claims against the company itself.

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.

The things I'd negotiate hardest

Don't let the process become "here are three premiums—pick the cheapest."

Have your broker compare the actual policy forms for:

D&O is generally claims-made, so continuity of coverage and the policy's retroactive/prior-acts provisions deserve particular attention.

Also buy the surrounding coverage correctly

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.

What I'd do if I were the CFO

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 procurement process rather than a transactional quote comparison.

The step-by-step best practice approach for a CFO includes the following actions:

1. Engage an Expert Executive Liability Broker
   Do not rely on a general commercial property/casualty agent. Work with a specialized executive liability or wholesale broker who understands your specific industry (e.g., tech, biotech, fintech) and stage (private, pre-IPO, or public). A specialized broker has the market clout to negotiate custom policy forms rather than accepting off-the-shelf carrier templates.
2. Map Your Risk Profile and Capital Stage
   Underwriters evaluate your cap table, investor composition, cash burn, debt, and litigation history. Be clear on your primary risk drivers:

• Startups/Private Companies: Focus on investor disputes, regulatory actions, and competing with peers for independent board members.
• Pre-IPO/M&A trajectory: Ensure the policy accommodates transition risks, "failure to launch" carve-outs, or future runoff provisions.

1. Structure the "ABCs" Correctly
   Ensure your program covers all three standard insuring agreements, and consider adding a standalone Side A Difference in Conditions (DIC) policy if your corporate balance sheet risk is high:

• Side A: Protects directors' and officers' personal assets when the company legally or financially cannot indemnify them (e.g., bankruptcy).
• Side B: Reimburses the company when it does indemnify its executives.
• Side C (Entity Coverage): Protects the corporate entity itself if it is named in a lawsuit (noting that for public companies, this is typically restricted to securities claims).

1. Scrutinize and Negotiate Exclusions
   Carriers love to insert broad exclusions that can block a claim. Work with your broker and corporate legal counsel to eliminate or carve back dangerous limitations. Pay close attention to:

• Insured vs. Insured exclusions (ensuring coverage isn't wiped out if one director/shareholder sues another or the company).
• Prior acts and pending/prior litigation dates (making sure historical actions aren't accidentally cut off).
• Broad contractual liability exclusions that could be over-interpreted to deny defense costs.

1. Bundle Complementary Coverages
   D&O rarely lives in a vacuum. Evaluate bundling or coordinating your D&O with EPLI (Employment Practices Liability Insurance) —since a massive portion of private company management claims stem from employment issues—as well as Fiduciary Liability.
2. Benchmark Limits and Retentions
   Don’t just default to a standard $1 million limit if your revenue or funding scale demands more; median private company claims and defense costs easily eclipse baseline figures. Benchmark your limits against peer companies of similar size and risk exposure.

If you'd like to narrow this down, please share:

• Is your company private, venture-backed, or preparing for an IPO/M&A event?
• Roughly what is your annual revenue or funding stage?

I can help you pinpoint recommended coverage limits and critical policy endorsements to ask your broker for.

For a CFO, the best way to buy D&O insurance is usually through a specialist commercial insurance broker—not directly from an insurer. The broker should take your company to several insurers that actively underwrite your size, industry, ownership structure, and risk profile, then compare the actual policy wording, not just premiums.

A practical CFO approach

1. Hire a broker who specializes in management liability.
Ask specifically for someone experienced with private-company D&O (or public-company D&O if you're public/pre-IPO), rather than a general business-insurance broker. Major carriers such as Chubb and AIG have dedicated D&O products and distribute them through brokers.

I'd interview 2–3 brokers and ask:

• Which D&O carriers would you approach for us?
• How many comparable companies do you insure?
• Who will negotiate with the underwriters?
• Can you provide competing quotes and the policy forms/endorsements?
• How do you handle claims if we actually have a D&O matter?

2. Give the broker a strong underwriting package.
Expect to provide financial statements, information about directors/officers, existing insurance, requested limits, ownership/capitalization, litigation history, and other underwriting information. A current Chubb private-company application, for example, asks for the latest annual financial statement and a list of directors and senior executives.

For a CFO, I'd prepare a concise package containing:

• 2–3 years of financial statements
• Current balance sheet/cash position
• Cap table and ownership structure
• Debt/credit facilities
• Board composition
• Revenue and employee count
• Geographic footprint
• Pending/threatened litigation
• Prior D&O claims
• Existing D&O policy and loss runs
• Any fundraising, acquisition, restructuring, or IPO plans
• Current indemnification agreement/bylaws

3. Don't shop on premium alone.
This is where CFOs can make an expensive mistake. D&O is generally claims-made, and defense costs can erode the policy limit.

Compare at least:

Private-company D&O can cover claims from far more than shareholders—customers, vendors, employees, competitors, creditors and government/regulatory bodies can all create management-liability exposures.

4. Consider buying a broader management-liability program

Rather than asking only for "D&O," I'd have the broker quote a management liability package, potentially including:

• D&O
• Employment Practices Liability (EPLI)
• Fiduciary liability
• Crime
• Cyber
• Possibly professional liability/E&O

Some insurers offer these as a coordinated package for private companies.

This can make sense because the underlying claim may initially look like one type of management dispute but implicate several policies.

5. Get competing quotes—but have the broker normalize them

I'd ask the broker for something like:

"Give me three alternatives: best coverage, best value, and lowest reasonable premium. Put the limits, retentions, exclusions, Side A/B/C structure, prior-acts date, and major endorsements side-by-side."

That forces an apples-to-apples comparison.

And I'd ask the broker to identify the five most consequential differences between the policies. That's often much more useful than a 30-page quote comparison.

How much coverage?

There's no universal answer. A reasonable limit depends on things such as:

• company valuation
• revenue/assets
• number and sophistication of investors
• debt
• industry/regulatory exposure
• size and composition of the board
• likelihood of litigation
• acquisition/IPO plans
• contractual requirements
• what your directors reasonably expect as protection

For a company with substantial outside investors, significant debt, or a meaningful board, I'd have the broker model several limits rather than simply buying the minimum.

I'd also seriously consider dedicated Side A excess/DIC coverage once the company reaches a meaningful size or has sophisticated directors/investors. Such coverage can provide protection when the company cannot indemnify an officer/director—for example, because of insolvency or legal restrictions.

My recommended process for a CFO

Week 1: Interview 2–3 specialist brokers
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Week 1–2: Give selected broker a complete underwriting package
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Week 2–3: Broker approaches 4–6 appropriate D&O markets
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Week 3–4: Review quotes and policy wording
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Final: CFO + CEO/GC/board committee select coverage
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Renewal: Start the process ~90 days before expiration

One important point: have your corporate counsel review the final policy/endorsements, particularly the exclusions, Side A provisions, severability, change-of-control language, prior-acts coverage and indemnification interaction. The insurance policy—not the broker's summary—is what ultimately determines coverage.

If you tell me (1) private or public, (2) approximate revenue, (3) industry, (4) number of employees, (5) whether you have outside investors, and (6) whether you're looking for your first D&O policy or replacing one, I can give you a much more specific recommendation on which carriers/broker type to approach, likely limits, and what terms I'd negotiate hardest.

As a CFO, approaching the procurement or renewal of Directors and Officers (D&O) insurance requires a strategic, analytical blend of risk management, corporate finance, and governance . Unlike standard commercial lines, D&O policies are non-standardized, highly negotiated, and directly impact executive personal asset protection.

The most effective, step-by-step roadmap for a CFO to secure the right D&O coverage involves several key phases:

1. Engage a Specialized Executive Broker Early
   • Do not rely on a general-purpose property/casualty broker. Partner with an expert executive-risk or specialty insurance broker who understands your exact industry (e.g., tech, biotech, manufacturing, non-profit) and corporate lifecycle stage (startup, late-stage private, pre-IPO, or public).
   • Interview multiple brokers to compare their market access, negotiation strategies, and depth of experience with peer organizations.
2. Conduct an Internal Risk and Exposure Assessment
   • Evaluate the company’s current financial health, cash runway, leverage, and impending milestones (like upcoming fundraising rounds, M&A activity, or restructuring). Underwriters price and structure risk heavily on balance sheet strength.
   • Map out key risk vectors specific to your current operations, such as regulatory compliance, investor relations, or fiduciary duties related to employee benefit plans.
3. Master the "ABCs" of the Policy Structure
   Ensure your program cleanly balances protection across the primary insuring agreements:
   • Side A: Protects individual directors and officers directly when the company is legally or financially unable to indemnify them (e.g., bankruptcy or insolvency). Best practice: Consider a standalone Side A "DIC" (Difference in Conditions) policy to sit atop or drop down over the standard program for ultimate personal protection.
   • Side B: Corporate reimbursement coverage for when the company indemnifies its leadership for legal defense, settlements, or judgments.
   • Side C (Entity Coverage): Protects the corporate entity itself, particularly for securities-related claims or general management liability actions.
4. Scrutinize Retentions, Limits, and Exclusions
   • Review the Side C/Corporate retention (deductible) or Side B Self-Insured Retention (SIR) to ensure the balance sheet can comfortably absorb it without liquidity strain.
   • Watch out for restrictive "Insured vs. Insured" exclusions that might block coverage in internal disputes, or broad retroactive date limitations. Ask your broker and corporate counsel to explain every clause clearly to eliminate overlapping or unnecessary coverage.
5. Prepare a High-Quality Underwriting Submission
   • Treat the D&O underwriting submission like an investor pitch or credit memo. Present clear financial statements, clean corporate governance documentation, and an explicit narrative around your risk mitigation efforts. High data quality and transparency reduce perceived underwriter risk and help rein in premium volatility.
6. Plan for the Long Term (and Exits)
   • Treat D&O as an evolving program, not a set-it-and-forget-it purchase. Re-evaluate limits ahead of major corporate events. If an acquisition, merger, or wind-down is on the horizon, pre-negotiate terms for tail coverage (extended reporting period) to protect past and present board members after the transaction closes.

To help tailor this strategy, could you share:

• What stage is your company currently in (early startup, late-stage private, or public)?
• Are you anticipating any major liquidity events, funding rounds, or M&A in the next 12 months?

As a CFO, procuring D&O (Directors and Officers) insurance is a balancing act between protecting the personal assets of your leadership team, safeguarding the corporate balance sheet , and managing premium costs. Unlike standardized commercial general liability, D&O policies are unstandardized and heavily negotiated.

The most effective, step-by-step framework for a CFO to procure the optimal D&O policy involves the following actions:

1. Engage a Specialized Executive Broker
   Do not use a general local business insurance agent for this. Work with a reputable, specialized broker or tech-forward management liability platform experienced in your specific industry (e.g., tech, biotech, manufacturing) and company stage (startup vs. late-stage vs. public). They have leverage in the market and access to specialized non-standardized forms.
2. Assemble Your Data Room Early
   Underwriters will scrutinize your financials before quoting. Have your documents clean and ready:

• Financial statements or pro forma budgets
• Cap table and a list of major investors/shareholders
• Corporate bylaws and current indemnification agreements
• Board member roster
• Employee handbook (if bundling Employment Practices Liability)

1. Structure the ABCs of Coverage Correctly
   Ensure your policy comprehensively addresses the three traditional insuring sides:

• Side A: Protects individual directors and officers directly when the company is legally or financially unable to indemnify them (e.g., bankruptcy or insolvency). Tip: Consider a dedicated Side A "Difference in Conditions" (DIC) policy if your balance sheet is volatile, ensuring personal protection isn't eaten up by corporate claims.
• Side B: Reimburses the company when it does legally indemnify its executives for legal fees and defense costs.
• Side C: Entity coverage, which protects the company itself if it is named alongside the executives in a lawsuit (such as securities claims). Note: Be mindful that Side C claims can deplete the pool of money available for personal defense.

1. Bundle Complementary Management Liabilities
   To maximize efficiency and reduce overall premium bloat, ask your broker to package D&O with related coverages:

• EPLI (Employment Practices Liability Insurance): For wrongful termination, discrimination, or harassment claims.
• Fiduciary Liability: For managing 401(k) or employee benefit plans.

1. Negotiate Critical Policy Triggers and Exclusions
   Work closely with corporate counsel to scrub exclusions and fine-tune definitions:

• Severability: Ensure that the misrepresentation or fraud of one executive on the application doesn't void coverage for innocent directors and officers.
• Insured vs. Insured Exclusion: Ensure exceptions exist so that derivative suits or claims by disgruntled former board members or whistleblowers don’t accidentally trigger a complete denial.
• Prior Acts: Confirm the retroactive date covers past decisions, especially during a policy renewal or switch of carriers.

1. Right-Size Your Limits and Retentions (SIRs)
   Don’t just default to a standard $1 million limit if your revenue, burn rate, or capital raised demands more. Median claims for private companies can easily clear a few million, and defense costs alone can consume a massive chunk of your limits. Evaluate what your balance sheet can comfortably handle as a retention (deductible) for Side B/C versus the premium savings.

If you share your company's stage (e.g., early startup, pre-IPO, mature private) and approximate annual revenue or funding size , I can help you target the right coverage limits and bundle options for your industry.

For a CFO, the best way to obtain Directors & Officers (D&O) insurance is usually to run it as a risk-management and governance process, not simply as a price-shopping exercise. A strong process helps ensure the policy will actually respond when directors, officers, or the company face a claim.

A practical approach:

1. Start by defining your risk profile

Before approaching insurers, document:

• Company type: private, public, nonprofit, PE-backed, venture-backed
• Revenue, assets, valuation, funding history
• Number of directors and officers
• Ownership structure and investor involvement
• Recent transactions (M&A, financing, restructuring)
• Regulatory exposure
• Litigation, investigations, or threatened claims
• International operations

Underwriters will evaluate governance practices, financial condition, and claims history, so having this information organized speeds the process and improves credibility.

2. Use a broker who specializes in executive liability

A general business insurance agent may not be the best fit. Look for a broker with a dedicated management liability / D&O practice that regularly places coverage for companies similar to yours.

Ask the broker:

• Which D&O carriers do you approach for companies like ours?
• How many D&O placements have you handled recently?
• Will you negotiate policy wording, not just premium?
• Who handles claims if we need to use the policy?
• Can you provide a side-by-side comparison of coverage forms?

A broker’s value is often in negotiating terms and helping select appropriate coverage—not merely obtaining quotes.

3. Run a competitive quote process

For many companies, the CFO should obtain proposals from multiple insurers through the broker. Compare:

• Limits of liability (for example, $1M, $5M, $10M+ depending on risk)
• Retention/deductible
• Entity coverage (does the company itself have protection?)
• Side A coverage (protection for directors/officers when indemnification is unavailable)
• Defense cost treatment
• Exclusions
• Prior acts coverage
• Change-of-control provisions
• Insurer financial strength and claims reputation

D&O policies are not standardized; two policies with the same limit can provide materially different protection.

4. Coordinate with your board and legal team

Because D&O protects directors and officers, the board should understand:

• What risks are covered
• What risks are excluded
• Whether indemnification agreements align with the insurance
• Whether limits are appropriate for the company’s litigation exposure

Many boards review D&O as part of broader governance oversight.

5. Avoid focusing only on premium

Common CFO mistake: selecting the lowest-cost policy. A cheaper policy may have:

• Narrower coverage
• More restrictive exclusions
• Lower insurer willingness to defend
• Poorer terms for investigations or regulatory matters

The goal is transfer of catastrophic leadership risk, not minimizing an annual expense line.

6. Prepare a clean submission package

Typically provide:

• Latest financial statements
• Cap table/shareholder information
• Organizational chart
• Board roster
• Biographies of key executives/directors
• Governance documents
• Prior insurance history
• Claims history
• Financing/M&A details
• Completed D&O application

A well-prepared submission can improve both pricing and insurer confidence.

A CFO checklist for selecting the final policy

Before binding coverage, confirm:

☐ Carrier has strong financial ratings
☐ Broker reviewed exclusions with you
☐ Limits are appropriate for your company stage and exposures
☐ Side A protection is adequate
☐ Entity coverage is sufficient (if needed)
☐ Defense costs are understood
☐ Regulatory investigation coverage is addressed
☐ Board has approved the purchase
☐ Renewal calendar and claims reporting process are documented

If you share your company type (private/public), industry, revenue or valuation range, employee count, and whether you are VC/PE-backed, I can suggest a more tailored D&O buying strategy and typical coverage structure.

For most companies, the best approach is not to buy D&O insurance directly from a single carrier. Instead, work with an experienced commercial insurance broker who specializes in executive liability. D&O policies vary significantly in their wording, exclusions, and claims handling, so comparing policy language—not just premiums—is important.

As a CFO, here's a practical procurement process:

1. Use a specialist broker.

   • Ask the broker to approach multiple carriers.
   • Request a side-by-side comparison of:
     • Coverage terms
     • Exclusions
     • Retentions (deductibles)
     • Limits
     • Premium
     • Financial strength of each insurer
   • For larger organizations, consider a broker with a dedicated management liability practice.

2. Determine the right coverage structure. Most companies purchase:

   • Side A – Protects directors and officers when the company cannot indemnify them.
   • Side B – Reimburses the company when it indemnifies executives.
   • Side C – Covers certain claims made directly against the company (particularly important for public companies).

3. Set limits based on your risk—not your peers. Rather than simply asking "What do similar companies buy?", evaluate:

   • Revenue and balance sheet
   • Industry litigation risk
   • Number of directors and officers
   • Outside investors or venture capital
   • M&A activity
   • Regulatory exposure
   • International operations
   • Public vs. private company status

   Benchmarking can be helpful, but it shouldn't be the primary method for determining limits.

4. Review key policy provisions carefully. Have your broker (and often outside counsel) review items such as:

   • Definition of "Claim"
   • Definition of "Loss"
   • Conduct exclusions
   • Insured vs. insured exclusions
   • Prior acts coverage
   • Entity coverage
   • Advancement of defense costs
   • Choice of counsel
   • Order of payments
   • Runoff/tail coverage for acquisitions

5. Coordinate with other policies. D&O often works alongside:

   • Employment Practices Liability (EPLI)
   • Fiduciary Liability
   • Cyber Liability
   • Crime/Fidelity
   • Professional Liability (where applicable)

6. Re-market the program periodically. Many companies obtain competitive quotes every 2–3 years or after significant changes such as:

   • Funding rounds
   • IPO planning
   • Acquisitions
   • Major revenue growth
   • New international operations

Information you'll need for underwriting

Expect insurers to request:

• Recent audited financial statements
• Cap table/ownership structure
• Board composition
• Corporate governance documents
• Litigation and claims history
• Details on financing rounds
• Forecasts (for startups/high-growth companies)
• SEC filings (for public companies)

Common mistake

The lowest premium is often not the best value. D&O policies are heavily negotiated contracts, and broader coverage or more favorable claims provisions can be worth significantly more than a modest premium savings if a claim arises.

If you can share a bit about your company—such as whether it's private or public, approximate annual revenue, industry, and whether you have venture or private equity investors—I can suggest the type of D&O program and coverage limits that companies with a similar profile often consider.

Securing Directors and Officers (D&O) insurance is a critical risk-mitigation task. Unlike standardized property or casualty lines, D&O policies are complex, highly negotiated contracts with no single uniform template.

For a CFO, the objective isn't just buying a policy—it is architecting a financial backstop that protects the personal assets of the leadership team, satisfies institutional investors, and preserves corporate liquidity.

The optimal, step-by-step roadmap for a CFO to procure D&O insurance involves the following phases:

1. Engage a Specialized Executive Risk Broker
   • Do not rely on a general commercial property/casualty broker. Partner with an elite, specialized broker or a large brokerage firm (such as Marsh or Aon ) that has dedicated executive liability teams.
   • Ensure your broker understands your specific company lifecycle stage (e.g., early-stage tech startup, pre-IPO, mature public company, or nonprofit) and has deep market leverage with top-tier carriers (like Chubb, AIG, or specialized management liability underwriters).
2. Deconstruct and Structure the "Three Sides" Correctly
   • Side A: Protects individual directors and officers personally when the company legally or financially cannot indemnify them (e.g., during bankruptcy). CFO Tip: Consider purchasing a standalone Side A DIC (Difference in Conditions) manuscript policy, which sits above the standard policy and provides drop-down protection with zero retention/deductible if the corporate balance sheet fails.
   • Side B: Reimburses the corporate balance sheet when it indemnifies executives for legal defense and settlements.
   • Side C (Entity Coverage): Protects the corporate entity itself—vital for public companies facing securities class actions, or private companies if entity-level litigation is included. CFO Tip: Ensure the Side C allocation doesn’t exhaust the limits available for personal director/officer protection (look into "Priority of Payments" clauses).
3. Bundle Complementary Management Liabilities
   • Avoid siloed policies by integrating D&O with related coverages into a cohesive Management Liability program. This typically includes EPLI (Employment Practices Liability Insurance) for wrongful termination/harassment claims and Fiduciary Liability to protect plan trustees managing 401(k) or health benefit programs.
4. Scrutinize Critical Policy Clauses (The Fine Print)
   • Priority of Payments / Order of Payments: Dictates that if a catastrophic claim hits and the limits are threatened, insurers must pay individual Side A claims before paying out corporate Side B or Side C claims. This prevents the company's creditors from depleting the executives' personal defense pool in a bankruptcy scenario.
   • Severability: Ensure that a misstatement or omission on the application by one officer (e.g., a financial reporting error) cannot be imputed to invalidate coverage for innocent directors or other officers.
   • Broad Severability of Prior Acts: Check that past omissions or unasserted claims don’t accidentally void coverage when changing carriers.
5. Prepare Underwriting Submission Data Accurately
   • Underwriters will scrutinize your financials, cap table, investor pitch decks, litigation history, and internal governance/controls.
   • As CFO, you own the narrative on the "numbers behind the numbers". Partnering with your broker to present a clean, transparent financial audit, clear risk management procedures, and realistic pro forma projections will yield much more favorable pricing and retention limits.

If you share your company's stage (e.g., private startup, pre-IPO, public, or nonprofit) and approximate annual revenue or funding size , I can give you a better idea of typical limit benchmarks and estimated premium ranges.