How to Prevent 'Material Breaches' by Executives and Board Members

SEC cyber-breach reporting requirements further elevate the risk that company leaders present to corporations.

June 10, 2024

4 Min Read
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By Leigh Dow, BlackCloak

Among the most vulnerable and consequential cyberattack targets are corporate executives and board members. The implications of a personal cybersecurity breach for these individuals are profound, potentially leading to material breaches that necessitate reporting to the Securities and Exchange Commission (SEC).

Home Is the New Executive Attack Surface

Executives and board members are prime targets for cybercriminals due to their access to sensitive company information, strategic decision-making capabilities, and potentially weak personal cybersecurity practices. Unlike organizational cybersecurity measures, personal devices and accounts may not be as rigorously protected, creating an attractive entry point for attackers. Threat actors can exploit these vulnerabilities to gain access to confidential information, conduct espionage, or even manipulate corporate actions.

Material Breaches and SEC Reporting

A material breach, as defined by the SEC, is any cybersecurity incident that could impact an organization's financial health or operations significantly enough to affect shareholders' decisions. When executives or board members are compromised, the fallout can be severe, leading to material breaches that must be reported to the SEC. This requirement stems from the SEC's mandate to ensure transparency and protect investors from undisclosed risks that could affect their investment decisions.

The SEC's recent guidance on cybersecurity disclosures underscores the importance of timely and accurate reporting of material cybersecurity incidents. It highlights that companies must disclose any material information that could influence investors, including cybersecurity risks and incidents involving executives and board members. Failure to report such breaches can result in regulatory penalties, loss of investor trust, and significant reputational damage.

Examples From the Field

Corporate leaders are just as vulnerable to common attack vectors as anyone else, but their access to sensitive information can make data gleaned through a breach more valuable to criminals. Examples include:

  • Spear-phishing attacks: In recent years, spear-phishing attacks targeting executives have surged. These highly personalized attacks exploit the target's personal information to gain access to corporate networks. An executive's compromised email can lead to unauthorized transactions, data breaches, and exposure of strategic plans, all of which can be material events requiring SEC disclosure.

  • Social engineering: Cybercriminals often use social engineering tactics to manipulate executives into divulging sensitive information or performing actions that compromise security. For example, a fake urgent request from a compromised board member's account can lead to unauthorized financial transfers or exposure of confidential information, necessitating SEC reporting.

  • Third-party risks: Executives often interact with various third parties, including advisors and personal assistants, who may have access to sensitive information. A breach involving these third parties can indirectly impact the executive and, by extension, the organization. Such incidents can trigger material breach considerations and SEC disclosure obligations.

Proactive Measures for Enhanced Security

To mitigate these risks, organizations must prioritize personal cybersecurity for their executives and board members. Here are some essential steps:

  • Comprehensive training: Regular cybersecurity training tailored for executives and board members can raise awareness about the latest threats and best practices for safeguarding personal and corporate information.

  • Robust security protocols: Implementing advanced security measures such as multifactor authentication, encrypted communications, and secure personal devices is critical. Executives should be encouraged to use corporate-grade security tools for personal accounts and devices.

  • Continuous monitoring: Proactive monitoring of executive accounts and devices can help detect and respond to suspicious activities promptly. Regular audits and penetration testing can identify and address vulnerabilities before they are exploited.

  • Incident response planning: Organizations should develop and regularly update incident response plans that include protocols for handling breaches involving executives and board members. Clear communication channels and predefined actions can minimize the impact of such incidents.

The personal cybersecurity of executives and board members is not just a matter of individual concern but a critical component of an organization's overall cybersecurity strategy. Given the potential for material breaches and the associated SEC reporting requirements, it is imperative for companies to prioritize robust personal cybersecurity measures for their leadership. By doing so, they can help protect their most valuable assets, maintain investor trust, and ensure regulatory compliance in an increasingly perilous digital landscape.

About the Author


Leigh Dow is an accomplished strategy executive and change agent with a passion for seeking out new ideas and championing efforts to consider the ethical implications of new technologies. With a deep understanding of technology and its impact on privacy and security, Leigh possesses a keen awareness of the challenges faced by high-net-worth individuals and their need for personalized, cutting-edge solutions. She is a 2023 Cybersecurity Excellence Awards Marketer of the Year and Podcast of the Year honoree. 

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