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Director of Intercompany Agreements & Contract Governance

Mastercard5 days ago
Toronto, Canada, Canada
Senior Level
Full-Time

Top Benefits

Gym membership
Pension plan
Share purchase options

About the role

  • The Director, Intercompany Agreements & Contract Governance serves as the program partner to Legal and functional stakeholders to govern the end-to-end ICA lifecycle, driving contractual alignment from agreement intake through execution and post-execution requirements and helping ensure consistent, timely, and regulator-defensible outcomes across the enterprise
  • This is a contract governance and delivery execution role requiring sound judgment, strong program management discipline, and the ability to drive stakeholders to timely decisions
  • The Director leads complex cross-functional workstreams (Legal, Finance, Tax, Risk, Technology, and business teams) to clarify and align scope, interpret requirements, and strengthen contractual positioning before and during drafting and negotiation
  • The role also provides structured oversight of lifecycle execution to ensure decisions are translated into downstream actions and obligations are met, reducing execution risk and rework post-signature
  • Serve as the program partner to Legal for ICA drafting and negotiation support, helping ensure contract positions align with the defined lifecycle operating model and enterprise standards
  • Provide guidance on ICA structure, required clauses, and documentation expectations to strengthen contractual alignment and reduce downstream execution risk
  • Identify and drive resolution of systemic contractual issues (e.g., misaligned scope statements, service descriptions, transfer pricing ambiguities, renewal/termination constructs, or regulatory-required provisions) in collaboration with Legal and functional owners
  • Translate legal and contractual requirements into practical operating guidance for stakeholders, ensuring policy and contract intent are consistently implemented
  • Own and evolve the ICA lifecycle operating model (intake through execution and post-execution requirements), ensuring clear roles, standard workflows, and consistent outcomes across stakeholder groups
  • Set annual priorities for lifecycle delivery (e.g., throughput, timeliness, intake quality, evidence standards, and escalation discipline) and drive delivery against plan through structured program management
  • Lead decision-making for complex lifecycle topics (e.g., scope clarity, sequencing, stakeholder alignment, and exception paths), documenting decisions and ensuring downstream execution
  • Establish and maintain durable lifecycle standards (procedures, templates, and evidence expectations) that enable audit/exam readiness without slowing delivery
  • Provide end-to-end leadership for ICA lifecycle execution (new ICAs and amendments), driving intake completion, stakeholder reviews, approvals, execution, and post-execution follow-ups across Legal, Tax, Finance, Risk, Technology, and business teams
  • Define and enforce quality standards for intake packages and lifecycle artifacts; oversee periodic QA reviews to confirm completeness, traceability, and accuracy of supporting documentation
  • Lead complex issue resolution for lifecycle blockers (e.g., misaligned scope, sequencing conflicts, approval delays, stakeholder disputes); drive to decisions, document outcomes, and ensure execution of corrective actions
  • Apply a risk-based approach to prioritization and attention, ensuring higher-touch coordination for regulated entities, key/critical services, and material changes to service delivery models
  • Engage senior stakeholders across principal and regulated entities as a trusted advisor on ICA lifecycle delivery, contractual alignment, and regulatory defensibility
  • Support responses to senior management, audit, and regulator inquiries related to intercompany contracting and lifecycle execution; ensure narratives and evidence are consistent and well-substantiated
  • Influence cross-functional partners to drive timely decision-making, resolve competing priorities, and sustain adherence to governance requirements
  • Provide coaching and escalation support to managers/analysts executing ICA lifecycle activities, strengthening consistency and judgment across the team
  • Drive continuous improvement of lifecycle processes, templates, and stakeholder guidance to reduce cycle time, increase consistency, and strengthen evidence quality
  • Develop and maintain standard operating procedures and training content; ensure lifecycle participants understand required inputs, approval pathways, and escalation triggers
  • Partner with adjacent teams (e.g., outsourcing officers, operational resilience, TPRM, tax) to align requirements and eliminate duplicative or conflicting artifacts
  • Define success measures and oversee routine performance/quality reviews, ensuring insights are translated into corrective actions and sustainable process changes

Benefits

  • Gym membership
  • Pension plan
  • Share purchase options
  • Extra holiday purchase optional
  • 25 days holiday (excl. bank holidays)
  • Work from home opportunities
  • Health insurance- Proven ability to lead cross-functional stakeholders through ambiguity to clear, documented decisions; strong judgment and ability to escalate appropriately
  • Demonstrated expertise with intercompany agreements (ICAs) and/or intra-group contracting models, including lifecycle execution, stakeholder coordination, and evidence standards
  • Strong written communication skills with the ability to produce regulator-ready narratives, decision records, and documentation packages
  • 10+ years of experience across legal, enterprise operations, risk/compliance, and/or contract lifecycle management; experience in financial services and/or supporting regulated entities strongly preferred
  • Legal background strongly preferred (e.g., JD, LLM, paralegal/contracting leadership, or comparable experience partnering with Legal teams on complex agreements)
  • Experience designing operating routines (e.g., working sessions, escalation paths, exception processes) to drive timely decisions and predictable delivery in enterprise-wide programs
  • Experience supporting audits, regulatory exams, and complex information requests requiring structured evidence and traceability
  • Familiarity with outsourcing governance, operational resilience, and third-party risk management expectations in regulated environments
  • Experience building and improving operating models, procedures, and quality assurance disciplines across complex, cross-functional delivery processes
  • Executive presence and comfort engaging senior leaders across Legal, Finance, Tax, Risk, Technology, and business/product organizations.

About Mastercard