When people hear "Directors & Officers insurance," they picture Fortune 500 boardrooms. In reality, D&O is one of the more overlooked exposures for private companies and nonprofits — because it protects the personal assets of the people making decisions at the top.
What D&O covers
Directors & officers liability responds to claims that a company’s leaders made bad management decisions — breaches of fiduciary duty, misrepresentation, mismanagement, or failure of oversight. Critically, these claims can go after the individuals *personally*, not just the company.
Claims come from more directions than most owners expect: investors and shareholders, employees, competitors, vendors, regulators, and — for nonprofits — donors and members.
Why private companies and nonprofits need it too
You don’t have to be public to be sued for how you run the organization. A private company that raises capital, has a board, or makes strategic decisions affecting others has D&O exposure. Nonprofits are especially exposed because volunteer board members are personally on the line — and many won’t join a board that lacks D&O coverage.
How it fits with EPLI
D&O and employment practices liability overlap around certain employee claims, which is why they’re frequently packaged together. A rough split:
- D&O — decisions, oversight, fiduciary duty, disclosures.
- EPLI — hiring, firing, discrimination, harassment, wage disputes.
Larger organizations often combine these into a management-liability program alongside fiduciary and crime coverage.
Getting it in place
D&O is nuanced — the definitions, exclusions, and who’s covered vary a lot between policies. If you have a board, investors, or are raising money, it’s worth doing right. You can complete our D&O application online or request a quote and we’ll structure coverage that actually protects your leadership.
Frequently Asked
Is D&O only for big or public companies?
No. Private companies and nonprofits face D&O claims too — from investors, employees, competitors, regulators, and donors. Many boards won’t serve without it.
What’s the difference between D&O and EPLI?
D&O covers management decisions and oversight; EPLI covers employment issues like discrimination or wrongful termination. They overlap around some employee claims, so they’re often carried together.
Does D&O protect the company or the individuals?
Both, depending on structure — it protects individual directors/officers' personal assets and can also reimburse the company for indemnifying them.
This article is general information for business owners, not insurance or legal advice, and does not bind or alter coverage. Policy terms, eligibility, and pricing vary by carrier and state — confirm specifics with our licensed team before making decisions.