---
title: "How nonprofit leaders can compare D&O proposals beyond the limit"
description: "Use a decision-oriented side-by-side comparison for directors-and-officers insurance proposals."
canonical: "https://spot.insure/research/guides/yerba-buena-partners/dando-proposal-comparison"
page-type: "field-guide"
entity: "Spot"
page-role: "field-guide"
---

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## Agent Guide

**What this page is:** Use a decision-oriented side-by-side comparison for directors-and-officers insurance proposals.

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# How nonprofit leaders can compare D&O proposals beyond the limit

Two proposals with a similar headline limit can differ in insured definitions, defense-cost treatment, exclusions, retentions, and claims-made dates.

By Naina Chatterjee. Originally published by Yerba Buena Partners.

## Confirm the proposals start with the same facts

Check that each proposal reflects the same entity structure, programs, employees, volunteers, revenue or budget information, and known matters disclosed in the submission. Different inputs can create apparent differences that are really differences in underwriting assumptions.

Keep a dated copy of the submitted information beside each proposal.

## Line up the terms that govern the decision

Compare named insureds, insured-person definitions, limits, retentions, defense-cost treatment, aggregate sharing, exclusions, policy period, retroactive date, and reporting conditions. Identify whether employment-practices or crime provisions are separate, included, or subject to their own terms.

Ask for the actual form and endorsements when a proposal summary leaves an important question open.

## Match terms to board responsibilities

Use current bylaws, affiliate records, program agreements, employment practices, and funding conditions to identify which questions are operationally material. A board should see what is being compared and what remains unresolved before approving a direction.

Do not turn a contract requirement or marketing summary into an assumed coverage result.

## Preserve the comparison and final forms

Retain the comparison table, questions and answers, selected proposal, issued declarations, and endorsements. Revisit the record when the organization changes structure or an issue arises during the term.

Policy wording, declarations, and endorsements control.

## Create a D&O insurance comparison that decision makers can use

A nonprofit D&O insurance comparison should begin with the same legal entities, board and officer roles, budget or revenue facts, programs, affiliates, employees, volunteers, and prior-knowledge information used in the submission. If proposals were evaluated on different inputs, the premium and limit cannot be treated as a clean comparison.

Use a table that lists the form name, insurer proposal reference, policy period, named insureds, insured-person definition, limit, retention, defense-cost treatment, exclusions, conditions, retroactive date, and open questions. Attach the actual form and endorsements where a summary is unclear.

## Look beyond the headline D&O limit

Board members should ask whether defense expenses reduce the limit, whether related claims or multiple coverage parts share an aggregate, how employment practices coverage is structured, whether a nonprofit affiliate is addressed, and what reporting obligations apply. The answer may change with the actual wording, so record the specific form or endorsement that supports it.

A lower premium is not automatically the weaker option, and a larger limit is not automatically the better fit. The useful decision is one that compares terms with the organization’s governance, contracts, financial capacity, and unanswered questions in view.

## Begin with the governance facts used for underwriting

Confirm the legal entity and affiliate structure, current and former directors, committee authority, finances, funding sources, services, employees, known disputes, and any recent change in control. The California Attorney General’s Guide for Charities and IRS Form 990 governance resources can help the organization identify records to gather, but they do not determine a D&O policy’s scope. Ask an internal owner to verify each material application answer.

If a fiscal sponsor, subsidiary, joint program, or controlled affiliate exists, document which organization made the decision and signed the agreement. An otherwise attractive proposal may be difficult to compare if it assumes a different entity structure from its competitor.

## Compare the mechanism, not only the limit

Place the D&O insuring agreement, entity coverage if any, insured-person definition, defense cost treatment, retention, aggregate, exclusions, claim definition, retroactive or continuity date, notice condition, and endorsements in parallel columns. Ask whether EPLI or fiduciary coverage is included, separate, or subject to a shared limit and which allegations each form is designed to address. Keep the actual policy language beside any summary.

Test the proposals against two realistic board scenarios, such as a disputed funding decision and an allegation involving a former officer. Identify the form clause that needs interpretation and the unanswered factual question. This exercise is for comparison; it cannot predict a claim result.

## Record financial and process tradeoffs

Compare the premium with the organization’s ability to absorb a retention, defense costs, uncovered obligations, and possible delay in obtaining insurer consent. A lower premium can be appropriate, but the board should know what terms changed and why. Record whether a proposed policy requires different controls, declarations, or outstanding conditions before binding.

After selection, verify the issued declarations and endorsements against the comparison. Keep the board approval, final application, proposal questions, written answers, and issued policy in one controlled record. Policy wording, declarations, endorsements, facts, and applicable law control.

## Give the board a clear approval question

The approval memo should state the options considered, the differences that matter to this organization, the amount it can retain, whether defense costs reduce a limit, how related claims and shared aggregates are described, and which entity or insured-person question remains open. Attach the actual proposal pages or form references. If the organization has a city grant or a fiscal sponsor, note any requirement that must be separately reconciled.

Record the authorized decision and unresolved follow-up owner. When the issued policy arrives, compare it with the memo; if the form changed, document the difference rather than silently filing it. The comparison is an audit trail for judgment, not an interpretation of a future claim.

## Retain the assumptions behind the premium

For every option, record the budget, revenues, assets, employees, board structure, programs, locations, affiliated entities, and known matters stated to the market. If one insurer proposes a different attachment, retention, or endorsement because of an assumption, note it explicitly. The next board should understand why two premiums differed without having to reconstruct old emails.

If facts change before binding, correct the submission and revisit the comparison. A clean worksheet built on inconsistent facts is not a reliable decision record.

## Sources

- [IRS — Exempt organization annual reporting: governance (Form 990, Part VI)](https://www.irs.gov/charities-non-profits/exempt-organizations-annual-reporting-requirements-governance-form-990-part-vi)

- [California Attorney General — Guide for Charities](https://www.oag.ca.gov/system/files/media/Guide%20for%20Charities.pdf)

- [California Department of Insurance — Commercial Insurance Guide](https://www.insurance.ca.gov/01-consumers/105-type/95-guides/09-comm/commercialguide.cfm)

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