| name | director-officer-questionnaire |
| description | Drafts Director and Officer (D&O) questionnaires for SEC disclosure compliance under Reg S-K Items 401, 402, 404, and 407. Covers biographical data, board service, conflicts of interest, related party transactions, legal proceedings, and beneficial ownership. Use when preparing annual proxy questionnaires, pre-IPO governance documentation, M&A due diligence packages, or independence assessments. |
Director and Officer Questionnaire
Drafts structured D&O questionnaires for SEC filings, proxy statements, conflict assessments, and transaction due diligence.
Quick Start
Gather before drafting:
- Company profile — public/private, exchange listing, regulated industry status
- Prior questionnaires — existing D&O questionnaires, proxy statements, Form 10-K bios
- Governance docs — articles, bylaws, code of ethics, related party transaction policy, insider trading policy
- Disclosure baseline — latest proxy statement, director/officer roster, committee assignments
- Purpose — annual proxy, IPO prep, M&A due diligence, or governance record
Questionnaire Sections
Cover Page
- Company name, questionnaire purpose, submission deadline, designated contact
- Confidentiality notice: information may appear in SEC filings, be shared with auditors/counsel/counterparties
- Continuing obligation: report material changes within 5 business days
Key Definitions
| Term | Definition |
|---|
| Immediate family | Spouse, domestic partner, parents, stepparents, children, stepchildren, siblings, in-laws, household members (excl. tenants/employees) |
| Beneficial ownership | Direct + indirect ownership per Rule 13d-3 including trusts, family, controlled entities |
| Related party transaction | Transaction exceeding threshold where related person has direct/indirect material interest (Item 404) |
| Material | Information a reasonable shareholder would consider important; err toward disclosure |
I — Personal and Identifying Information
- Full legal name; former names/aliases (past 10 years)
- Business address (public filings); residential address (confidential)
- Contact info; DOB; citizenship/residency
- Tax ID/SSN (limited use — store under data security controls)
- Family relationships with other directors, officers, >5% shareholders (Item 401(d))
II — Professional Background
- Current role: title, appointment date, reporting relationships, material changes in past fiscal year
- Employment history — 10 years (5 years required by Item 401(e); 10 recommended for due diligence)
- Education, professional licenses, bar admissions (include disciplinary history)
- Qualifications narrative for proxy biographical disclosure per Item 401(e)
III — Board Service and External Positions
All directorships, trusteeships, advisory roles, officer positions — past 10 years:
- Public companies: ticker, exchange, principal business
- Audit committee financial expert designation (Item 407(d)(5))
- Lead independent director, non-executive chair, presiding director roles
- Attendance records; industry association service
Adverse events during tenure (Item 401(f) — 10-year look-back; serious matters regardless of timing):
- Bankruptcy/receivership/insolvency at organizations where respondent served
- SEC or regulatory enforcement actions, consent orders
- Financial statement restatements, material litigation, regulatory sanctions
- Decisions not to stand for reelection or pre-term resignations
IV — Conflicts and Related Party Transactions
(Item 404 — threshold currently $120,000 for public companies [VERIFY])
Disclose for respondent, immediate family, or controlled entities:
- Business relationships: goods/services, consulting, leases, loans, charitable contributions
- Competing interests: roles at competitors, financial interest in customers/suppliers/lenders/targets, corporate opportunities taken without board approval
- Indebtedness: company loans to respondent/family (SOX Section 402 prohibits loans to executive officers of public companies [VERIFY exemptions]); company guarantees
- Independence-impairing relationships: auditor connections (past 3 years), interlocking directorates, significant personal relationships affecting perceived independence
V — Legal Proceedings and Regulatory Matters
(Item 401(f) — 10-year look-back; certain matters regardless of timing)
- Criminal: convictions, guilty/nolo pleas, DPAs, pending charges (excl. minor traffic)
- Civil litigation: fraud, misrepresentation, breach of fiduciary duty, securities/banking violations
- Regulatory: SEC, DOJ, FINRA, OCC, FDIC, FDA, state regulators — enforcement actions, consent orders, bars, penalties
- Professional: bar disciplinary, CPA/PCAOB proceedings, licensing actions
- Other: Wells notices, restatement involvement, internal control deficiencies
Disclose regardless of outcome. Non-disclosure creates greater risk than over-disclosure.
VI — Financial Interests and Securities
- Beneficial ownership (Rule 13d-3): direct + indirect holdings by security class
- Equity compensation: options (vested/unvested), RSUs, PSUs, SARs — grant dates, vesting, expiration
- Transactions: pledged shares, hedging arrangements, short sales/derivatives, Rule 10b5-1 plans
- Perquisites: aircraft/vehicle use, club memberships, financial planning, tax gross-ups, non-standard indemnification
Supports: proxy ownership tables; Forms 3, 4, 5; Item 402 compensation; Item 404 related party disclosure.
VII — Certification and Signature
Respondent certifies:
- All information true, complete, and accurate
- No material omissions
- Will notify Corporate Secretary/General Counsel within 5 business days of changes
- Understands use in SEC filings, audit, and due diligence
- Agrees to comply with code of ethics, insider trading policy, governance guidelines
- Acknowledges fiduciary duties of care and loyalty
Electronic signatures must comply with the E-SIGN Act and UETA.
Pitfalls and Checks
- Regulated industries: add enhanced sections for financial services (Fed/OCC, FINRA), healthcare (FDA, DEA), defense (security clearances), energy
- Public vs. private: Item references apply to public companies; private companies contemplating IPO/M&A should collect in public-company format proactively
- Look-back period: 10 years for Item 401(f) legal proceedings; recommended for employment/board history (exceeds 5-year Item 401(e) minimum)
- Independence: cross-reference applicable NYSE/Nasdaq listing standards
- Annual updates: structure for year-over-year refresh — flag stable bio data vs. fields needing annual review
- Privacy: SSN/DOB under data security controls; reference CCPA in confidentiality notice; limit access to need-to-know
- Materiality: when uncertain, err toward disclosure — counsel evaluates significance
