Director, Intercompany Agreements & Contract Governance

Title and Summary

Director, Intercompany Agreements & Contract Governance

Overview

Mastercard’s Enterprise Intercompany & Service Governance (EISG) program centralizes oversight of intercompany agreements (ICAs) and outsourcing governance across principal and regulated entities. A key objective of this program is to support regulated entities in meeting their regulatory obligations related to outsourcing, operational resilience, and third‑party risk management.

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.

Role (Key Responsibilities)

Legal Partnership, Contractual Alignment & ICA Interpretation

• 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.

ICA Lifecycle Operating Model Leadership

• 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.

Lifecycle Execution, Cross‑Functional Coordination & Escalations

• 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.

Regulated Entity & Senior Stakeholder Engagement

• 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.

Continuous Improvement, Standards, and Enablement

• 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.

All About You (Candidate Profile)

• 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).
• Demonstrated expertise with intercompany agreements (ICAs) and/or intra‑group contracting models, including lifecycle execution, stakeholder coordination, and evidence standards.
• Proven ability to lead cross‑functional stakeholders through ambiguity to clear, documented decisions; strong judgment and ability to escalate appropriately.
• Strong written communication skills with the ability to produce regulator‑ready narratives, decision records, and documentation packages.
• 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.

Preferred Qualifications

• Familiarity with outsourcing governance, operational resilience, and third‑party risk management expectations in regulated environments.
• Experience supporting audits, regulatory exams, and complex information requests requiring structured evidence and traceability.
• Experience designing operating routines (e.g., working sessions, escalation paths, exception processes) to drive timely decisions and predictable delivery in enterprise‑wide programs.

Mastercard is a merit‑based, inclusive, equal opportunity employer that considers applicants without regard to gender, gender identity, sexual orientation, race, ethnicity, disabled or veteran status, or any other characteristic protected by law. We hire the most qualified candidate for the role. In the US or Canada, if you require accommodations or assistance to complete the online application process or during the recruitment process, please contact reasonable_accommodation@mastercard.com and identify the type of accommodation or assistance you are requesting. Do not include any medical or health information in this email. The Reasonable Accommodations team will respond to your email promptly.

Pay Ranges

Toronto, Canada: $138,000 - $221,000 CAD

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