How much does directors and officers (D&O) insurance cost?

Why there is so little D&O price data

We found no official price statistic for D&O: no federal survey measures it, and no regulator publishes a per-policy figure. What is published comes from three kinds of private source, and each one describes a different market:

• Small-business online buyers. Insureon publishes medians for policies bought through its agency⁠¹.
• Private companies up to mid-market. The Hartford quotes an industry analytics firm’s per-million figure⁠².
• Public companies. Aon publishes a quarterly pricing index and renewal statistics for listed companies, but only as percentage changes, not dollar premiums⁠¹².

The published small-business figures therefore cover the bottom of the market. Nothing comparable in dollars exists for venture-backed or listed companies.

The published figures, side by side

Scroll the table sideways to see every column.

Insureon’s page calls $133 an “average” but says its figures are “calculated using the median cost of policies”, so half its D&O buyers pay less and half more⁠¹. Of those buyers, 38% pay under $100 a month and 34% pay $100 to $300⁠¹. That leaves 28% paying over $300 a month (our calculation).

These are two very different populations. At $5,000 to $10,000 a year, a single $1 million limit under the Advisen figure works out to $417 to $833 a month, three to six times Insureon’s $133 median (our calculation). Neither source gives the limit behind its number, but the companies are different too. Most of Insureon’s customers have fewer than five employees and have been in business five years or less⁠¹, while the Advisen range covers private companies with up to $50 million in revenue⁠². A company with outside shareholders, debt and a full board is not in Insureon’s typical book.

What the industry spread shows

Insureon’s own industry figures differ by almost six times between technology ($428 a month, $5,136 a year) and retail ($73, $876 a year), on our arithmetic⁠¹. Insureon puts the gap down to how much a business depends on board decisions. Distributors, technology and financial firms make large upfront investments that hinge on directors’ strategic choices; retail boards mostly oversee inventory and staffing⁠¹. The same reasoning drives public-company pricing below: claims follow the decisions that can move a company’s value.

What the policy pays for, and whom it protects

D&O covers claims against directors and officers for “actual or alleged wrongful acts in managing a company”. These claims come from employees, vendors, competitors, investors and customers. The policy pays defense costs, settlements and judgments⁠³. The Hartford’s list of typical allegations includes breach of fiduciary duty, misrepresenting company assets, misuse of funds, fraud, failure to comply with workplace laws, and IP theft or poaching a competitor’s customers⁠³. Illegal acts and illegal profits are generally not covered⁠³.

A private-company D&O policy usually has three insuring agreements⁠²:

1. Side A: individuals, not indemnified

   This pays directors, officers and sometimes employees when the company cannot indemnify them, for example because it is bankrupt.

2. Side B: company reimbursement

   This repays the company when it does indemnify its directors and officers.

3. Side C: entity coverage

   This covers the corporation itself against claims made against it.

Why Side A exists: what the company cannot pay

Companies commonly promise, in their bylaws or in indemnification agreements, to cover their directors’ legal costs; The Hartford calls D&O “the financial backing for a standard indemnification provision”⁠³. Side B funds that promise. Corporate law, though, puts limits on the promise. Under Delaware’s corporation law, a suit brought “by or in the right of the corporation” (a derivative suit) can be indemnified only for “expenses (including attorneys’ fees)”. For other suits the statute also allows “judgments, fines and amounts paid in settlement”; for derivative suits it does not⁠⁵. The same section lets the corporation buy insurance for its directors and officers “whether or not the corporation would have the power to indemnify” them⁠⁵. Side A fills the gap the statute leaves, along with the gap left when a company is insolvent⁠².

Delaware also lets a company’s charter remove directors’ and officers’ personal liability for money damages for breach of fiduciary duty, with exceptions. The exceptions are breaches of the duty of loyalty, acts not in good faith or involving intentional misconduct or a knowing violation of law, director liability under § 174, improper personal benefit, and, for officers, any action brought by or in the right of the corporation⁠⁶. Exculpation therefore does not stop a suit on those grounds, and the defense costs still have to be paid by someone.

Worked example: how entity coverage uses up the limit

This is our illustration, with assumed amounts. The Hartford says that entity coverage “may reduce the limits available to protect the individual officers and directors”⁠². Here is how that works:

1. The policy

   A $1 million limit is shared by Sides A, B and C. The deductible is $2,500, Insureon’s reported customer average⁠¹.

2. First claim, against the company only

   A former investor sues the corporation. Defense and settlement cost $650,000 under Side C.

3. What remains

   $1,000,000 − $650,000 = $350,000 for every other claim in the policy year, including claims against individual directors.

4. Second claim, against the directors

   A creditor sues the directors personally after the company’s finances fail. Only $350,000 is left, and if the company is insolvent, Side A is the only coverage they have.

The figures above are assumptions, not quotes. Before buying, check whether Side C shares one limit with Sides A and B and how large that limit is.

Private, public and nonprofit: three different exposures

Private companies. The Hartford calls it a misconception that D&O claims are mostly a public-company problem, citing a Towers Watson survey showing that public, private and nonprofit companies all face D&O litigation. It also says smaller businesses “may need the protection just as much” as large ones⁠³. D&O can be bought alone or combined with employment practices liability, and some combined policies add crime and fiduciary coverage⁠². Insureon also points to bundling as a way to save⁠¹. The Hartford describes the EPL part as the cover for employee claims such as harassment, discrimination and wrongful termination⁠², so the bundle decides how those claims are handled.

Public companies. A listed company adds securities class actions. In 2025, 3.5% of U.S. exchange-listed companies faced a core securities class action filing, down from 3.9% in 2024⁠¹⁰. That is roughly one company in 29 per year (our calculation). Among S&P 500 companies, 5.8% (29 companies) faced a core federal filing, and in the Health Care sector 16.7% (10 companies)⁠¹⁰. Filings then rose 30%, from 93 to 121, in the first half of 2026 compared with the previous six months, which coincided with a surge in suits involving artificial-intelligence claims⁠¹¹⁠¹⁶. The midyear report says the 2026 likelihood of a core filing against an exchange-listed company “is on pace to be the highest since 2019”⁠¹⁶.

Nonprofits. The federal Volunteer Protection Act shields an unpaid volunteer, including a director, officer or trustee, from liability for harm caused while acting within the scope of their role⁠⁷⁠⁸. Three limits matter for insurance:

• It does not cover willful or criminal misconduct, gross negligence or reckless misconduct⁠⁷.
• It does not affect suits brought by the nonprofit itself against its volunteer, or the liability of the organization⁠⁷.
• It applies only to volunteers who receive no compensation, or no more than $500 a year in other things of value⁠⁸.

A paid executive director is not a volunteer, and the organization remains a defendant. The Hartford says any business with a board or advisory committee should consider D&O, “including non-profit organizations”⁠³. See the nonprofits page for the organization’s other coverages.

Who requires D&O

Insureon notes that D&O is not required by state law the way workers’ compensation is⁠¹. Where it is required, the requirement comes from contracts, above all from investors:

• Venture investors. Section 5.1 of the NVCA’s model Investors’ Rights Agreement (updated October 2025) contains an optional, bracketed clause that has the company obtain D&O “from financially sound and reputable insurers” within 90 days and use commercially reasonable efforts to keep it until the board decides to discontinue it. The amount and terms are left for the board to approve and the parties to fill in. The policy may not be cancelled without board approval. While a preferred-stock director sits on the board, the company must, on request, certify that the policy “remains in effect”⁠⁹. Insureon also notes that some private equity and venture firms require D&O before they invest, and The Hartford says a company seeking venture capital “will most likely need to have D&O coverage in place”⁠¹⁠³. If you are raising money, see technology companies for the other coverages investors and customers ask for.
• Directors themselves. The Hartford notes that “many officers and directors will want a company to provide both indemnification and D&O insurance”⁠³.

Claims-made: what the dates do

Insureon describes D&O as a claims-made policy: it must be in effect when the claim is made⁠¹⁵. A claims-made policy responds only if the claim is filed during the policy period, or in the extended reporting period after it, and only for wrongful acts on or after the retroactive date⁠⁴. The Hartford’s general example gives an extended reporting period of 30 to 60 days⁠⁴. Three events put those dates at risk:

• Switching insurers. A new policy covers nothing before its retroactive date, so without prior acts coverage the old board decisions fall outside it⁠⁴.
• Selling or closing the company. Once the policy ends, a claim made later is covered only within an extended reporting period, also called tail coverage⁠⁴.
• Letting the policy lapse during a cash squeeze. A claim made after the lapse is outside the policy, and a company short of cash is also the case where Side A matters⁠².

How underwriters price D&O

We found no published D&O rating schedule comparable to workers’ compensation class rates. The factors insurers name are these:

None of these sources publishes how the factors are weighted or how a company’s funding stage is scored. The Advisen range is quoted per $1 million of limit⁠², and The Hartford says limits are generally sold in $1 million increments⁠². Above the first $1 million, the price per million has not been published for private companies.

Renewal pricing in 2026

Three trackers covered D&O for the second quarter of 2026:

• CIAB (member brokers, all account sizes): D&O renewal premiums −2.1%. D&O was one of the lines with falling prices, along with employment practices at −1.5%⁠¹³.
• Marsh (U.S. clients, mostly larger accounts): D&O +1%, fiduciary +4%, financial and professional lines overall +1%⁠¹⁴.
• Aon (public companies): for primary policies renewing with the same limit and deductible, the average change was +0.6% and the median zero. 25% of these policies fell, 47% renewed flat and 28% rose. Aon called it the first primary increase in sixteen straight quarters. The average price per $1 million of limit was still down 1.9% from a year earlier, and Aon’s index, base year 2001, fell to 1.04 from 1.06 a year earlier⁠¹².

Aon’s public-company figures and Marsh’s +1% point to prices levelling off after years of cuts, while CIAB’s brokers still reported decreases. For a private company, CIAB’s broker-reported figure is the closest match. All series are on the market trends page.

What actually lowers the premium

• Price the bundle against separate policies. Insureon names bundling D&O with EPL and fiduciary coverage as a saving, and The Hartford says a combined policy may be more cost-effective for smaller companies⁠¹⁠². Check whether the parts share one limit: if they do, the arithmetic in the worked example above applies across all of them.
• Choose the deductible to suit your cash. Insureon’s customers average $2,500, and Insureon warns that a deductible the company cannot pay in a crisis leaves the claim uncovered⁠¹.
• Present the finances cleanly. The Hartford names revenue and the amount of debt as cost factors⁠², so the financial statements in the application feed directly into the price.
• Fix governance before the application. Insureon points to standardized board decision-making, a formal review process for major decisions and HR procedures as practices that reduce claims, and claims history is itself a rating factor⁠¹⁠².
• Protect past acts when you switch. A claims-made policy does not cover incidents before its retroactive date; The Hartford says prior acts coverage is what fills that gap⁠⁴. Keep it in place when you change insurers.

Related coverages for the same management decisions: professional liability covers mistakes in services delivered to clients, and cyber liability covers data-breach costs. D&O responds when the board’s oversight of those risks is challenged.

Sources

1. 1
   Insureon, Directors and officers insurance cost (updated July 7, 2026) Checked 13 Oct 2026 · Back to text ↑
2. 2
   The Hartford, Types and costs of D&O coverage Checked 13 Oct 2026 · Back to text ↑
3. 3
   The Hartford, The who, what and why of directors and officers insurance Checked 13 Oct 2026 · Back to text ↑
4. 4
   The Hartford, Claims-made vs. occurrence policy Checked 13 Oct 2026 · Back to text ↑
5. 5
   State of Delaware, Delaware Code, Title 8, § 145: Indemnification of officers, directors, employees and agents; insurance Checked 13 Oct 2026 · Back to text ↑
6. 6
   State of Delaware, Delaware Code, Title 8, § 102(b)(7): Contents of certificate of incorporation Checked 13 Oct 2026 · Back to text ↑
7. 7
   Legal Information Institute, Cornell Law School (U.S. Code text), 42 U.S.C. § 14503, Limitation on liability for volunteers (Volunteer Protection Act of 1997) Checked 13 Oct 2026 · Back to text ↑
8. 8
   Legal Information Institute, Cornell Law School (U.S. Code text), 42 U.S.C. § 14505, Definitions (Volunteer Protection Act of 1997) Checked 13 Oct 2026 · Back to text ↑
9. 9
   National Venture Capital Association (NVCA), Model Investors' Rights Agreement (updated October 2025) Checked 13 Oct 2026 · Back to text ↑
10. 10
    Cornerstone Research and Stanford Law School Securities Class Action Clearinghouse, Securities Class Action Filings: 2025 Year in Review Checked 13 Oct 2026 · Back to text ↑
11. 11
    Cornerstone Research, Securities class action filings surge in the first half of 2026 (July 29, 2026) Checked 13 Oct 2026 · Back to text ↑
12. 12
    Aon, Aon reports second quarter 2026 public D&O pricing (August 3, 2026) Checked 13 Oct 2026 · Back to text ↑
13. 13
    The Council of Insurance Agents & Brokers (CIAB), Commercial Property/Casualty Market Index, Q2 2026 Checked 13 Oct 2026 · Back to text ↑
14. 14
    Marsh, Global Insurance Market Index: US insurance rates, Q2 2026 Checked 13 Oct 2026 · Back to text ↑
15. 15
    Insureon, Directors and officers insurance Checked 13 Oct 2026 · Back to text ↑
16. 16
    Cornerstone Research and Stanford Law School Securities Class Action Clearinghouse, Securities Class Action Filings: 2026 Midyear Assessment Checked 13 Oct 2026 · Back to text ↑

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