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Coverage guide

Directors and officers (D&O) insurance

For startups, private companies and nonprofits with a board, advisors or investors: what D&O pays for, what it costs and why leaders want it before they sign on.

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What similar businesses pay

D&O, all industries
About $133 a month
Nonprofits
About $67 a month
Technology companies
About $428 a month

Published benchmarks, not quotes. Your price depends on underwriting.

Cost

What directors and officers (D&O) insurance costs

About $133 a month

D&O, all industries

Insureon median for its small-business customers, updated July 7, 2026

About $67 a month

Nonprofits

Insureon average for nonprofit customers, updated August 21, 2026

About $428 a month

Technology companies

Insureon customer average by industry, updated July 7, 2026

Insureon’s customers pay a median of $133 a month, with annual premiums from about $525 to more than $12,000; 38% pay under $100 a month, 34% pay $100–$300 and the typical deductible is $2,500. Most are very small companies with fewer than five employees. Industry drives the spread: retailers pay about $73 a month, professional services firms $144, wholesalers and distributors $343 and technology companies $428. Larger private companies pay far more: The Hartford cites Advisen data putting the average at $5,000 to $10,000 a year for each $1 million of coverage for private companies with revenue up to $50 million. Pricing is soft: the Council of Insurance Agents & Brokers listed D&O among 10 lines with falling premiums in the second quarter of 2026.

What moves your price

  • Industry: Insureon’s technology and distribution customers pay several times what retailers pay.
  • Revenue and debt, which The Hartford lists among D&O price factors.
  • Number of directors on the board, each a possible defendant.
  • Number of employees and where you operate.
  • Limits and deductible: Insureon customers typically choose a $2,500 deductible.
  • Prior claims and documented governance and risk management practices.

Who it’s for

Who needs directors and officers (D&O) insurance

You are raising outside money

Insureon notes some private equity and venture capital firms require D&O before they invest, and The Hartford says companies seeking outside funding will most likely need it in place to protect investors.

You want outside directors or advisors

Qualified directors may be reluctant to put their personal assets at risk without coverage, The Hartford notes. A policy in force makes it easier to recruit an independent board member or advisory committee.

Your nonprofit has a volunteer board

The federal Volunteer Protection Act shields many volunteers, but not for gross negligence or willful or reckless misconduct, and it does not change the organization’s own liability. Insureon reports nonprofits pay about $67 a month for D&O.

Someone alleges mismanagement

Leaders are sued by employees, vendors, competitors, investors and customers, The Hartford says, over breach of fiduciary duty, misuse of company funds, misrepresenting company assets, failing to follow workplace laws or poaching a competitor’s customers.

The company cannot indemnify you

If the company is bankrupt, or a court bars indemnification, directors face defense costs personally. Delaware law, for example, limits indemnifying a director found liable to the corporation unless a court approves.

Coverage

What directors and officers (D&O) insurance covers

Side A: individual directors and officers

Pays defense costs, settlements and judgments for directors and officers when the company cannot indemnify them, such as after it declares bankruptcy.

Side B: company reimbursement

Reimburses the company when it does indemnify its directors and officers, protecting its balance sheet.

Side C: entity coverage

Protects the company in its own right. The Hartford notes entity coverage can reduce the limits left for individual directors and officers.

Defense costs, settlements and judgments

Covers legal fees and other costs of defending management decisions, plus settlements and judgments, up to the policy limit.

Governance and regulatory claims

Insureon lists claims over mismanaged funds, violations of the organization’s bylaws and failure to meet regulatory requirements among those D&O can cover.

Management liability package

D&O can be combined with employment practices liability for harassment, discrimination and wrongful termination claims, and sometimes crime and fiduciary coverage; Insureon says a bundle usually costs less.

What it doesn’t cover

  • Fraud, criminal acts, illegal profits and personal gain.
  • Claims from litigation pending or known before the policy began.
  • Bodily injury and property damage, which general liability covers.
  • Suits between the company’s own directors and officers (insured versus insured).
  • ERISA violations involving employee benefit plans.
  • Professional mistakes in services to clients, which professional liability covers.
  • On-the-job injuries, which workers’ compensation covers.

Rules

Requirements and filings

No state requires a private company or nonprofit to buy D&O, but investors, board candidates and corporate law shape when you need it. These are common examples; check your bylaws, investor agreements and state law.

RequirementApplies toWhat it means
No statutory mandatePrivate companies and nonprofitsInsureon notes D&O is not required by state law the way workers’ compensation is.
Investor requirementsCompanies raising venture capital or private equitySome investors require D&O before investing (Insureon); The Hartford says companies seeking outside funding will most likely need it.
Delaware General Corporation Law 145(g)Delaware corporationsA corporation may buy insurance for its directors, officers, employees and agents, whether or not it could legally indemnify them for the liability.
Delaware General Corporation Law 145(b)Directors and officers sued in the corporation’s nameA person adjudged liable to the corporation can be indemnified only if the court finds it fair and reasonable, which leaves Side A coverage to respond.
Volunteer Protection Act (42 U.S.C. 14503)Volunteers of nonprofits and government entitiesLimits volunteer liability, except for willful or criminal misconduct, gross negligence or reckless misconduct; it does not affect the organization’s own liability or its suits against volunteers.

Compare directors and officers (D&O) insurance options.

One application, quotes from several insurers, reviewed by a licensed agent. Start with your email and finish later if you need to.

Pay less

How to lower the cost

  • Bundle D&O with employment practices liability in one management liability policy; Insureon and The Hartford both say a combination can cost less.
  • Match limits to real exposure and investor minimums; The Hartford notes limits are generally sold in $1 million increments.
  • Choose a deductible you could pay during a dispute; Insureon customers typically pick $2,500.
  • Keep board minutes, written policies and HR procedures current; Insureon lists risk management practices among price factors.
  • Keep coverage continuous, since claims-made D&O only responds to claims made while a policy is in force.
  • Get several quotes; The Hartford says that is the only way to know your premium. Florin is an independent broker that compares options from several insurers.

Before you start

What underwriters ask for

  • Latest financial statements, including revenue, assets and debt.
  • A list of directors and officers and the size of the board.
  • Ownership, outside investors and any funding round, merger or sale planned.
  • Bylaws and any indemnification agreements.
  • Number of employees and the states where they work.
  • Any demand letters, pending lawsuits or regulatory inquiries.
  • Your current policy and its retroactive or continuity date, if you have one.

Common questions

Directors and officers (D&O) insurance: questions

Is D&O insurance required for a small business?

Not by law. Insureon notes no state requires it the way workers’ comp is required, but investors often ask for it and directors may not serve without it.

Do nonprofits need D&O insurance?

Most with a board should consider it. The Volunteer Protection Act does not protect volunteers who act with gross negligence or willful misconduct and does not limit the organization’s own liability. Insureon reports nonprofits pay about $67 a month.

What do Side A, Side B and Side C mean?

Side A covers individual directors and officers when the company cannot indemnify them. Side B reimburses the company when it does. Side C covers the company itself.

Does D&O cover employee lawsuits?

Not reliably on its own. The Hartford suggests smaller companies buy a combination policy with employment practices liability to cover harassment, discrimination and wrongful termination claims.

What does claims-made mean for a D&O policy?

The policy must be in force when the claim is made, Insureon explains. If you let it lapse, a later lawsuit over an earlier decision may not be covered.

How much D&O coverage should a startup buy?

Start with any minimum in your investor documents. The Hartford notes limits are generally sold in $1 million increments, and private companies with revenue up to $50 million pay about $5,000 to $10,000 a year per $1 million, per Advisen data it cites.

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Sources (9)
  1. Insureon: D&O insurance cost (updated July 7, 2026)
  2. Insureon: directors and officers insurance
  3. Insureon: D&O insurance for nonprofits (updated August 21, 2026)
  4. The Hartford: types and costs of D&O coverage
  5. The Hartford: the who, what and why of D&O insurance
  6. Insurance Information Institute: directors and officers insurance
  7. Delaware Code Title 8, chapter 1, subchapter IV (section 145)
  8. 42 U.S.C. 14503: Volunteer Protection Act limitation on liability (Cornell LII)
  9. Insurance Journal: CIAB survey, Q2 2026 market conditions (August 20, 2026)

Figures are published third-party estimates, not quotes. Coverage depends on policy terms and underwriting, and rules vary by state. Updated October 2026.