casemark/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