Commercial coverage · Directors & Officers (D&O)

Defense for the people running the company.

D&O defends officers and directors against claims of wrongful acts in their corporate capacity. The structural shape of your tower, Sides A, B, and C, determines who gets paid, and in what order, when a real claim hits.

Board roster · personal liability

Each chair has a different claim profile.

CEO

CFO

Cha

Dir

CEOSecurities suit
CFO10b-5 exposure
GCReps-and-warranties
ChairFiduciary
DirectorInvestor claim

D&O gap library$25M Side-A median

What this covers

Plain English. Not the marketing version.

Side A pays directors and officers directly when the company cannot or will not indemnify them (derivative suits, insolvency). Side B reimburses the company when it advances or pays defense and indemnity for its officers. Side C provides entity coverage for securities claims against the company itself. A well-built D&O tower usually layers a Side-A DIC (difference-in-conditions) excess above the primary tower to fill specific Side-A gaps.

When this matters

The moment carriers expect to see this.

Any company with outside investors, an independent board, employees who might bring whistleblower claims, M&A activity, or capital-raise plans should carry D&O. For pre-IPO and venture-backed companies, the structure of the tower can be the difference between recruiting a board and not.

For your eyes only

Questions worth asking about your current directors & officers (d&o) coverage.

Four specifics a well-served buyer should already be hearing about this coverage in this market. Read silently. Answer internally.

Does your D&O tower include Side-A DIC for non-indemnifiable claims against individual directors?
What is your defense-allocation provision, a pre-set percentage or carrier discretion at the time of claim?
When was the last time your D&O limits were stress-tested against a securities-class-action scenario at your revenue band?
Has the policy been amended to narrow or remove any conduct exclusion since the last renewal?

What we flag most often

What ARIA flags most often on Directors & Officers (D&O).

Every flag names the issue, the specific finding, and where it applies, the consequence. Once you upload your declarations, ARIA's full output also cites the exact policy page that proves each one.

Side-A DIC absent
Without a Side-A DIC layer, a derivative suit (which the company cannot indemnify) can exhaust the primary tower with Sides B and C, leaving directors personally exposed.
Personal-asset exposure for directors in a non-indemnifiable claim. Often the moment people quit the board.
Insured-vs-insured (IvI)
Default IvI exclusion can void coverage for whistleblower or shareholder-derivative claims. Modern forms include 'whistleblower carve-backs' but many policies still don't.
Bump-up exclusion
Bump-up exclusions in M&A-active companies' D&O coverage can defeat claims arising from acquisition consideration disputes.
Capacity exclusion
When an executive serves on outside boards (subsidiary, partner, customer), 'outside directorship' coverage frequently needs explicit endorsement.
Entity-coverage scoping for pre-IPO
Side-C entity coverage for securities claims should be specifically scoped for pre-IPO companies. Most off-the-shelf policies assume public-company scope.
Defense within limits
Defense within limits is common on D&O. A $5M tower with $2M of defense becomes a $3M indemnity tower. Verify the actual cash available for settlement.

Peer benchmark

Where peers your size sit. Premium, not pretense.

Annual premium distribution for a comparable business in your industry and revenue band, drawn from anonymized placements. Your specific position is computed when ARIA reads your declarations page.

D&O premium. $100M private company

$100M revenue · venture-backed · board of 7

P25 · $42KMedian · $85KP75 · $140K

Illustrative dataset · n=128 mid-market placements · refreshed quarterly

Ask ARIA

“What happens if we're sued for $10M in a derivative D&O claim with our current $5M tower and no Side-A DIC? Show me the structure and the gap.”

Critical for

Industries where this coverage is non-negotiable.

SaaS & Technology (venture-backed)
Financial Services / RIA
Nonprofit & Associations
Real Estate (REITs)
Any company with an outside board or institutional investors

Ready when you are

Have ARIA read your Directors & Officers (D&O) policy.

The first gap usually surfaces in the first minute of ARIA reading your declarations page.

Prefer to explore first?Run the 60-second SnapshotRather talk it through?Talk to Ryan Gaston

Nothing binds until a licensed Risk Strategist signs the placement

ARIA · live across every page

ARIA · loading

Plain English. Not the marketing version.