director-officer-questionnaire

# 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:

1. **Company profile** — public/private, exchange listing, regulated industry status
2. **Prior questionnaires** — existing D&O questionnaires, proxy statements, Form 10-K bios
3. **Governance docs** — articles, bylaws, code of ethics, related party transaction policy, insider trading policy
4. **Disclosure baseline** — latest proxy statement, director/officer roster, committee assignments
5. **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