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Director Officer Questionnaire

Draft D&O Questionnaires in Minutes, Not Hours

12 minutes with CaseMark

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12 minutes with CaseMark

What you'll need

  • Company Profile
  • Director and Officer Roster

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's D&O Questionnaire skill uses AI to draft comprehensive Director and Officer questionnaires that address SEC disclosure requirements under Regulation S-K. It generates structured, professionally formatted questionnaires covering biographical data, board service, conflicts of interest, related party transactions, legal proceedings, and beneficial ownership — tailored to your company's governance framework and specific filing purpose.

Drafting D&O questionnaires is a time-intensive, error-prone process that requires cross-referencing multiple SEC rules, tracking evolving disclosure requirements, and customizing questions for each company's governance structure. Corporate counsel and compliance teams often spend hours assembling questionnaires from outdated templates, risking incomplete disclosures that can lead to SEC scrutiny or proxy statement deficiencies.

CaseMark automates the creation of comprehensive D&O questionnaires by analyzing your company profile, governance documents, and director roster against current Reg S-K requirements. The AI generates a complete, structured questionnaire in minutes — covering every required disclosure area with appropriate definitions, confidentiality notices, and continuing obligation language — so your team can focus on review and judgment rather than drafting from scratch.

How it works

  1. 1. Upload your company profile, governance documents, and director/officer roster

  2. 2. AI analyzes your inputs against Reg S-K requirements and generates a tailored D&O questionnaire

  3. 3. Review and customize sections, definitions, and disclosure thresholds for your specific needs

  4. 4. Export the finalized questionnaire in your preferred format (DOCX, PDF) for distribution

What you get

  • Cover Page with Confidentiality Notice and Submission Instructions

  • Key Definitions and Disclosure Standards

  • Personal and Identifying Information Section

  • Professional Background and Board Service History

  • Related Party Transactions and Conflicts of Interest

  • Beneficial Ownership and Family Relationships

  • Legal Proceedings and Regulatory Matters

  • Independence Assessment and Committee Qualifications

What it handles

  • Comprehensive coverage of Reg S-K Items 401, 402, 404, and 407 disclosure requirements

  • Structured sections for biographical data, board service, and professional background

  • Related party transaction and conflict of interest identification questions

  • Beneficial ownership and family relationship disclosure prompts

  • Customizable for annual proxy, IPO prep, M&A due diligence, or governance audits

  • Built-in key definitions aligned with SEC rules and guidance

Required documents

  • Company Profile

    Company overview including public/private status, exchange listing, regulated industry designation, and organizational structure

    .pdf, .docx

  • Director and Officer Roster

    Current list of directors and executive officers with titles, committee assignments, and appointment dates

    .pdf, .docx, .xlsx

Supporting documents

  • Prior D&O Questionnaires

    Previously used D&O questionnaires or annual proxy questionnaires for reference and consistency

    .pdf, .docx

  • Governance Documents

    Articles of incorporation, bylaws, code of ethics, related party transaction policy, and insider trading policy

    .pdf, .docx

  • Latest Proxy Statement or Form 10-K

    Most recent proxy statement or annual report for disclosure baseline and biographical information

    .pdf, .docx

Why teams use it

Eliminate hours of manual drafting by auto-generating questionnaires aligned with Reg S-K Items 401, 402, 404, and 407

Reduce compliance risk with comprehensive coverage of SEC disclosure requirements and built-in definitions

Adapt instantly to different use cases — annual proxy, IPO prep, M&A due diligence, or governance audits

Ensure consistency across questionnaire cycles with standardized formatting and company-specific customization

Questions

Which SEC disclosure requirements does this questionnaire cover?

CaseMark's D&O Questionnaire skill covers the core Regulation S-K items required for proxy and annual report disclosures: Item 401 (directors and executive officers), Item 402 (executive compensation), Item 404 (related party transactions), and Item 407 (corporate governance and board independence).

Can I use this for IPO preparation or M&A due diligence?

Absolutely. CaseMark generates questionnaires tailored to your specific purpose — whether it's an annual proxy cycle, pre-IPO governance documentation, M&A due diligence packages, or standalone independence assessments. Simply specify the context and the output adapts accordingly.

How does CaseMark handle sensitive personal information like SSNs?

CaseMark's generated questionnaire includes appropriate data security controls and limited-use designations for sensitive fields like Tax IDs and SSNs. The questionnaire flags these fields with confidentiality notices and recommends secure storage protocols aligned with best practices.

Can I customize the questionnaire for my company's specific policies?

Yes. CaseMark uses your uploaded governance documents — bylaws, codes of ethics, related party transaction policies, and insider trading policies — to tailor definitions, thresholds, and disclosure questions to your company's specific governance framework.

How long does it take to generate a complete D&O questionnaire?

CaseMark typically generates a comprehensive, multi-section D&O questionnaire in approximately 10-12 minutes. This replaces what traditionally takes hours of manual drafting, cross-referencing SEC rules, and formatting.

Is the output suitable for distribution to directors and officers as-is?

CaseMark produces a polished, professionally structured questionnaire ready for legal review. We recommend counsel review the output to confirm it aligns with your company's specific disclosure obligations and governance policies before distribution.

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