Insurance Curator Directors and Officers (D&O) liability insurance placements require detailed, accurate information to secure competitive terms and capacity—especially in key U.S. markets like New York, San Francisco, Chicago, Boston, and Houston. This checklist equips boards and management with the precise materials brokers need at board meetings to execute an efficient, market-winning D&O placement.
Why prepare this before the board meeting?
- Speeds underwriting and expands market appetite, reducing the number of insurer follow-ups.
- Improves pricing and terms by enabling brokers to present a complete risk profile to carriers.
- Minimizes last-minute surprises that trigger higher retentions or exclusions.
Prepare documents in advance and share a single consolidated packet (PDF + spreadsheet) with your broker at least 7–14 days before the meeting.
Core checklist for your broker (what to provide)
1) Company & corporate governance overview
- Company name, state of incorporation, and primary HQ (e.g., Delaware entity, HQ in New York City).
- Corporate structure chart and list of subsidiaries (domestic & foreign).
- Board composition: number of directors, independent directors, committee structure (audit, compensation, nominating).
- Recent major governance changes (new CEO, IPO, M&A within past 24 months).
2) Financials & capitalization (last 3 years + current year forecast)
- Audited financial statements (last 2 years) and most recent interim financials.
- Revenue, EBITDA, cash and debt balances, liquidity facilities.
- Current capitalization table (for private companies) and market cap (for public).
- Material financing events (convertible debt, PIPEs, credit facilities).
3) Operations, strategy & market exposures
- Business description, product/service lines, key jurisdictions of operation (e.g., San Francisco-based SaaS vs. Houston-based energy firm).
- Growth plan (e.g., planned M&A, IPO in next 12–24 months).
- Industry-specific risk drivers (cyber exposure for tech; regulation and third-party claims for energy).
4) Litigation, regulatory and employment claims history
- Case list for all securities suits, derivative suits, ERISA claims, employment practices claims, regulatory inquiries in past 5 years.
- Loss runs and claim narratives (dollar amounts paid/allocated and reserves).
- Current open matters with counsel names and status.
5) Insurance program history & target terms
- Prior D&O carriers, limits, retentions, premiums (last 3 renewals).
- Claims-made coverage Wording/CPL, Side A, B, C layers, and tower structure.
- Target limits and tower strategy (e.g., $5M Side A + $10M shared tower).
- Desired pricing parameters and any budget constraints.
6) Cyber & other embedded exposures
- Cyber policy limits and recent cyber claims (critical for insurers when layering D&O+cyber exposures).
- Whether your D&O policy must include coverage for securities class actions arising from cyber incidents.
7) Management & HR information
- Executive roster, compensation plans, incentive/stock option programs, recent terminations or layoffs.
- HR claims history, EEOC filings, and union issues.
8) Documents to attach (recommended)
- Certificate of incorporation and bylaws; recent board minutes (material actions).
- Latest proxy statement (DEF 14A) for public companies.
- Employment contracts for named executives and indemnification agreements.
- Current policy wording (D&O, EPL, Cyber).
- Loss runs and defense counsel invoices summary.
- Investor presentations, recent press releases regarding material events.
Pricing expectations & market context (U.S. 2024–2026)
D&O pricing varies widely by revenue, sector and claims profile. Use these general ranges as expectations for U.S. placements:
| Company profile | Typical D&O limit requested | Typical annual premium range (U.S.) | Typical carriers (examples) |
|---|---|---|---|
| Small private company (revenue <$10M) | $1M–$5M | $1,000 – $25,000 | Hiscox, Chubb, Beazley |
| Mid-market private (revenue $10M–$250M) | $5M–$25M | $25,000 – $250,000 | AIG, Chubb, Travelers |
| Large private / small public | $25M–$100M | $250,000 – $1M+ | AIG, Chubb, Beazley |
| Large public / high-risk sectors | $100M+ | $1M – $5M+ | AIG, Marsh-placed markets, major London carriers |
Sources: Insureon market guidance for small businesses and major broker market updates (Aon, Marsh). See general market commentary at Aon and Marsh for context on rate movement and capacity dynamics:
- Insureon: https://www.insureon.com/directors-and-officers-insurance/cost
- Aon: https://www.aon.com/
- Marsh insights: https://www.marsh.com/
Note: In contested market cycles or for companies with recent securities litigation, expect material rate increases, higher retentions (self-insured retentions $250K–$1M+), and narrower insurer appetite—particularly in New York and California securities corridors.
Specific company examples and pricing signals
- Hiscox and Beazley are active in the small-private/specialty startup D&O segment—small firm D&O policies often fall into the $2,000–$20,000 annual range depending on limits and revenue. (Insureon/Hiscox market pages).
- Large U.S. carriers such as AIG and Chubb write mid-to-large corporate D&O towers and often anchor multi-carrier towers, where aggregate tower premiums for middle-market placements can exceed $100,000–$300,000 annually depending on limits and industry. (See Aon/Marsh market commentary.)
Board meeting logistics checklist (for the broker)
- Distribute consolidated underwriting packet 7–14 days before meeting.
- Provide a one-page executive risk summary for the board (2–3 bullets per risk).
- Assign a single point-of-contact for insurer follow-ups (legal counsel or CFO).
- Agree on timeline for bid submission, insurer Q&A window (typically 7–14 days), and expected binding date.
Quick underwriting Q&A to expect from carriers
- Are any directors or officers currently under investigation?
- Any pending securities class actions or derivative suits?
- Has the company received any subpoenas from regulators in the past 24 months?
- Are indemnification funds or D&O side A only requirements requested?
Placement strategy pointers (linking for deeper reading)
- For guidance on selecting the right broker: How to Choose the Right Broker for Your Directors and Officers (D&O) Liability Insurance Placement.
- If capacity-building is a goal, review placement techniques: Placement Strategies That Win Capacity: Techniques Brokers Use for Directors and Officers (D&O) Liability Insurance.
- Preparing a solid RFP improves competitiveness: How to Prepare an Effective RFP for Directors and Officers (D&O) Liability Insurance Renewals.
Final practical tips for boards (U.S. focus)
- Be transparent. Full disclosure of claims & investigations avoids rescission risk.
- Tailor the packet to your geography and industry—insurers in New York, California and Massachusetts will scrutinize securities and employment exposures differently than peers in Houston or the Midwest.
- Use your broker to run multiple tower scenarios (single-carrier vs. multi-carrier) to optimize pricing and capacity. See comparative strategies in Multi‑Carrier Towers vs Single Carrier Solutions: Pros and Cons for Directors and Officers (D&O) Liability Insurance.
A well-prepared board packet is the single most effective action to lower friction and cost during a D&O placement. Collect the items above, share them early with your broker, and set clear timelines at the board meeting to secure the best possible market terms.