Board & Executive Liability
Protection for the people who make the calls at the top — directors, officers, trustees, and volunteers.
This is an estimate, not a bound policy — a licensed VAB producer confirms final terms before coverage starts. Sgt. Savings can answer questions but can't quote, bind, or guarantee coverage.
Board & Executive Liability protects the individuals who govern your organization — directors, officers, trustees, and, for nonprofits, the unpaid committee members and volunteers who sit at the table too — when a decision they made is challenged in a lawsuit. It also protects the organization itself when it's sued directly. For nonprofits specifically, it extends to board members who serve on another nonprofit's board at your organization's request, and it preserves coverage for the media and fundraising exposure that comes with running a public-facing mission.
Who This Is Really For
The ideal buyer.
The ideal buyer is a nonprofit executive director or board chair whose organization has just taken on more governance complexity than it had when it was smaller — a new major grant with compliance strings, a merger conversation, or a board that's grown from a handful of founding volunteers to a mix of paid staff and outside trustees. The trigger is often a specific moment of discomfort: a prospective board member asks what protects them personally before agreeing to serve, or a departing board member's frustration with a program decision raises the question of what happens if it turns into a lawsuit. This buyer has usually assumed their general liability policy or a board member's personal umbrella covers governance decisions, and it doesn't. What fits them here is a policy built around nonprofit governance specifically — one that treats unpaid trustees and committee volunteers as covered persons the same as paid officers, since most nonprofit boards run on volunteer labor, not a payroll.
- Nonprofit boards, trustees, and unpaid committee members making governance decisions
- Volunteers who take on board-level or officer-level responsibility
- For-profit business directors and officers facing shareholder, investor, or regulatory challenges
- Executives asked to serve on another nonprofit's board at their own organization's request
- Organizations that publish, fundraise, or communicate publicly and face media-related claims
- Any organization negotiating a merger, acquisition, or change in control that needs board-decision protection to survive the transition
What It Covers
Coverage, broken down.
Protection for individuals when the organization can't indemnify them
Pays defense costs and damages directly for directors, officers, trustees, and volunteers when the organization is legally unable to reimburse them for a covered claim.
Reimbursement to the organization
When the organization does indemnify its leaders for a covered claim, this pays the organization back.
Protection for the organization itself
Covers claims brought directly against the organization as an entity, not just against individual leaders.
Trustees, regents, and volunteers as covered persons
For nonprofits, the definition of a covered leader is broadened beyond paid directors and officers to include trustees, regents, unpaid committee members, and volunteers taking on governance-level roles.
Outside Entity Executive coverage
Protects a director or officer who serves, at your organization's written request, on the board of another nonprofit — stepping in above and beyond whatever coverage that other organization carries on its own.
Media and fundraising carve-back
Preserves coverage for claims like libel, slander, privacy invasion, or intellectual-property infringement arising from your organization's publications and fundraising communications, rather than treating them as automatically excluded.
Illustrative Scenario — How This Coverage Responds
Illustrative scenario — a funding-cut layoff decision challenged by a former board member
A nonprofit's board votes to eliminate a program and lay off its staff after a major grant falls through. A departing board member later sues, alleging the board breached its fiduciary duty by not exploring alternatives first. Board & Executive Liability defends the individual directors named in the suit and, because the organization itself was also named, responds to that claim too — without the directors' personal assets being exposed to defend a governance decision made in good faith.
Illustrative example for education only — not a claim outcome or a promise of payment. Every claim depends on the actual policy issued and its terms.
More Than One Way In
More scenarios.
Real coverage doesn't fit one story. Here's who else this shows up for.
The merger conversation
Two nonprofits with overlapping missions start exploring a merger. The board on each side wants assurance that the governance decisions made during the merger process — and after it closes — stay protected if a member of either organization later challenges how the deal came together.
The reluctant volunteer recruit
An organization trying to fill an open board seat finds its top candidate hesitant to serve without knowing what protects her personal assets if a governance decision she votes on is later challenged. Confirming trustees and volunteers are covered persons under the policy is what gets her to say yes.
The outside board seat
An executive is asked, at her own nonprofit's request, to also sit on the board of a partner organization in a coalition. She wants to know whether she's protected there too, or only for decisions made at her home organization.
Know The Gaps
What this doesn't cover.
Every policy has limits. Knowing them before you buy is how you avoid a denied claim later.
Dishonest or criminal acts, once finally adjudicated as such
Coverage responds while allegations are just that — allegations. It's the final determination of dishonesty or criminal conduct that ends coverage, not the accusation.
Claims one insured director or officer brings against another (with limited exceptions)
Internal insured-versus-insured disputes are generally carved out, though real exceptions exist for whistleblower claims, derivative suits, and bankruptcy-trustee actions — so a genuine governance dispute isn't automatically left uncovered.
Bodily injury or property damage claims
Those belong on general liability coverage — this policy responds to financial and governance harm, not physical injury.
Claims brought by or on behalf of an Outside Entity your executive serves at your request
The Outside Entity Executive protection covers your director sued by a third party for that outside service — it doesn't cover a dispute between your director and the outside organization itself, aside from a narrow carve-back for genuinely independent derivative claims.
Antitrust activity, unless specifically elected and scheduled
This exposure isn't automatically included for nonprofit insureds — if your organization coordinates with peer organizations in ways that could raise antitrust questions, that needs to be added deliberately.
Excess Benefit Transaction excise tax and related tax proceedings, unless specifically elected
IRS excise-tax exposure under intermediate-sanctions rules is a real nonprofit-specific risk, but it's an optional addition, not automatic — and even when added, it never covers the underlying tax or penalty itself.
Securities claims, outside a narrow private-placement carve-back
Public and most private securities litigation exposure sits mostly outside this policy — organizations raising capital through securities offerings should talk to their VAB agent about what's actually covered.
Punitive damages, where state law makes them uninsurable
Insurability of punitive damages varies by state — this isn't a VAB restriction, it's a legal limit that applies to every insurer.
Behind The Quote
What goes into the decision.
What actually moves your price and your approval — no black box.
Governance structure and board composition
How many voting members sit on the board, how much of the organization is run by paid staff versus volunteers, and whether committees have clear charters all factor into how underwriting reads governance risk — a documented structure reads cleaner than an informal one.
Prior claims or regulatory inquiries
A past D&O claim, or a state attorney general or charity-regulator inquiry, is something underwriting wants to know about directly — it doesn't automatically disqualify an organization, but it shapes how the policy is priced and structured.
Financial trajectory and funding concentration
An organization heavily reliant on one grant or donor, or one that's recently had to make a significant program or staffing cut, carries more governance-decision exposure than one with diversified, stable funding.
M&A or change-in-control activity
A merger, acquisition, or significant change in leadership structure is exactly the kind of event that needs board-decision protection to survive the transition — flagging it early lets the policy be structured to actually cover it.
Elected extensions (antitrust, excise-tax proceedings)
Neither antitrust coordination exposure nor Excess Benefit Transaction excise-tax proceedings are automatic — an organization that coordinates closely with peer nonprofits or has any intermediate-sanctions exposure needs to elect those extensions deliberately rather than assume they're included.
Let's get you covered.
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Availability
Available nationwide, with policy terms adjusted to each state's requirements.
Questions, answered straight
No jargon on board & executive liability — just what you're actually asking.
For nonprofits, yes — trustees, regents, unpaid committee members, and volunteers taking on governance-level responsibility are covered persons under this policy, not just paid directors and officers.
If they're serving at your organization's written request, Outside Entity Executive coverage protects them — stepping in above whatever coverage that other nonprofit carries on its own.
The policy preserves coverage for media-related wrongful acts — like libel, slander, or privacy claims — that arise from your organization's publications and fundraising communications, rather than excluding them outright.
Yes — this policy covers claims against the organization as an entity, in addition to claims against individual directors, officers, trustees, and volunteers.
No. This is board and executive governance protection specifically. Employment claims and benefit-plan fiduciary breaches are separate exposures — see Employment Practices Liability and Fiduciary Liability.
Nonprofit-specific carve-backs restore coverage for state attorney general and charity-regulator enforcement actions that would otherwise be caught by the internal insured-versus-insured exclusion — talk to your VAB agent about how that applies to your situation.
Beyond This Coverage
What people in your situation also need.
Business Banking
Nonprofits managing grant funds and program budgets need a business banking relationship built for organizational, not personal, finances.
ExploreHR & Payroll (PEO)
A board formalizing its governance often needs to formalize HR at the same time — the two conversations tend to happen together as a nonprofit grows staff.
ExploreRelated Coverage
Coverage people pair with this.
Employment Practices Liability
Coverage for the claims that come from how you hire, manage, and let people go.
Learn moreFiduciary Liability
Personal protection for whoever administers your organization's retirement or benefit plan.
Learn moreLabor Union Liability Coverage
Protection for union officials and the union itself against claims tied to how the union is run.
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Insurance products described on this page are marketed by The Veteran Alliance, a licensed insurance producer, and underwritten by one or more separately licensed insurance companies, which may include Corgi Insurance Company and its affiliates. The insurer that actually underwrites your policy, its licensing status in your state, and any state-required notices will be identified in your quote and policy documents. Coverage, limits, eligibility, and pricing are determined by the underwriting insurer, may vary by state, and may change. Nothing on this page is a quote, an offer of insurance, a binder, or a guarantee of coverage — coverage takes effect only when a policy is issued.