Your decisions as a leader carry personal exposure. The right program separates your name from the claim.
Directors and officers liability protects executives, board members, and the organizations they serve from claims arising out of management decisions. The exposure is real for public and private companies, nonprofits, HOA and condo boards, and educational institutions. Allegations of breach of fiduciary duty, mismanagement, employment-related decisions, and regulatory issues can produce claims that name individuals personally — and a poorly built D&O policy leaves the personal asset exposure intact.
Most D&O programs aren’t underpriced. They’re under-built. Inadequate Side A coverage for non-indemnified claims, missing entity coverage, narrow definitions of insured persons, hostile insured-vs-insured exclusions, weak prior acts language — these gaps are common, and they only matter once a claim has been filed and the policy is being read line by line.
At Avanti Group, we run a Business Risk Diagnostic™ before we build any D&O submission. We map your governance structure, your decision-making bodies, your stakeholders, and your specific exposures — and make sure the policy actually responds the way executives expect it to.
Who We Work With
We place D&O programs for organizations across Iowa and the Midwest, including:
- Privately held companies and family businesses
- Nonprofits, foundations, and 501(c)(3) organizations
- HOA and condominium association boards
- Educational institutions and school boards
- Healthcare facilities and provider organizations
- Trade associations and industry groups
- Religious organizations and faith-based nonprofits
- Companies preparing for capital events, sale, or transition
The Coverage Lines That Matter Most
A complete D&O program has multiple layers and structural components. The pieces we evaluate and place include:
- Side A — non-indemnified protection for individual directors and officers when the entity cannot indemnify (insolvency, indemnification prohibition)
- Side B — reimbursement to the entity when it has indemnified its directors and officers
- Side C (Entity Coverage) — coverage for the entity itself, particularly relevant for securities claims and regulatory matters
- Employment Practices Liability — sometimes bundled with D&O for nonprofits and small private companies
- Fiduciary Liability — for organizations sponsoring retirement plans subject to ERISA
- Excess D&O — additional limits and dedicated Side A excess for accounts that need higher capacity
The Risks Most D&O Programs Miss
The insured-vs-insured exclusion is rarely scrutinized. The standard exclusion bars coverage for claims brought by one insured against another — and a broadly written exclusion can carve out claims that come from a former officer, an employee, or a derivative shareholder action. The carve-back language matters and varies significantly by carrier.
Side A coverage is often inadequate. When the entity can’t indemnify — insolvency, regulatory bar, or indemnification prohibition under state law — Side A is what stands between the individual director and personal asset exposure. Many programs carry insufficient Side A capacity.
Definition of ‘insured persons’ is frequently too narrow. Volunteer board members, advisory board members, committee members, and outside directors who serve on subsidiary boards may or may not be covered depending on the policy form. The definition needs to be reviewed against your actual governance structure.
Defense costs inside vs. outside the limit changes everything. Some D&O policies treat defense costs as part of the limit (eroding it), others provide defense outside the limit (preserving the full limit for indemnity). The structure materially affects the value of the policy in a serious matter.
How to Get Started
D&O insurance isn’t a commodity product. The right program depends on your governance structure, your stakeholders, your specific exposures, and the realistic claim scenarios that could name your directors and officers personally. We need to understand your organization before we can build the right program for it.
Call our office or use the button below to start a conversation. We’ll review your current program, identify any gaps, and let you know exactly where you stand before we ever go to market.