Non-Executive Director — Series A Financial Services Platform | Embedded Treasury, Cross-Border Payments and Working-Capital Governance

Embedded Treasury, Cross-Border Payments and Working-Capital Governance

Company: Confidential Series A financial-services technology company
Board location: Gurugram, with periodic operating reviews in Mumbai and Bengaluru
Appointment: Non-Executive Director
Expected commitment: 24–30 days annually, including Board preparation, committee work, regulatory and risk workshops, and an annual strategy off-site
Board term: Initial three-year appointment, subject to the company’s constitutional documents, investor rights and applicable approvals
Compensation: Competitive annual Board retainer with meeting fees; a carefully structured long-term equity component may be considered subject to law, shareholder approval, independence expectations and conflict safeguards

The company

The company is building a financial operating platform for export-oriented small and mid-sized businesses. Its technology brings together cross-border collections, foreign-exchange execution, multi-currency cash visibility, invoice reconciliation, trade documentation and access to working-capital products delivered through regulated banking and lending partners.

Customers include technology-service exporters, digital agencies, specialist manufacturers, global marketplace sellers and professional-services firms that receive money from overseas buyers but remain underserved by traditional treasury infrastructure. The platform is intended to replace fragmented workflows involving bank portals, spreadsheets, email-based documentation, manual reconciliation and disconnected credit applications.

The business has completed a Series A financing round and is entering a more demanding stage of development. Transaction volumes are increasing, enterprise customers are requesting deeper integrations, and regulated partners expect stronger assurance over customer selection, sanctions screening, transaction monitoring, data security and operational resilience. Management is also evaluating whether selected regulated activities should eventually be brought within the group rather than remaining entirely partner-led.

The Board opportunity

The company seeks a Non-Executive Director who can help turn a promising fintech product into a trusted financial institution without imposing large-company bureaucracy before it is useful. The appointee will bring judgement across regulation, risk, unit economics, partnerships, treasury, credit and organisational design.

This is an active working-board position. The successful candidate must be prepared to challenge founders and investors when transaction growth, valuation narratives or product velocity exceed the maturity of controls. Equally, the director must prevent risk management from becoming a sequence of blanket prohibitions that makes the platform commercially irrelevant to legitimate exporters.

The director will not act as an interim executive, arrange licences through personal relationships, introduce customers for a commission, select vendors or approve individual transactions. Management owns execution. The Board sets risk appetite, approves strategic boundaries, tests evidence, protects the company and its stakeholders, and holds executives accountable for outcomes.

Strategic mandate

1. Decide the company’s regulated operating model

Lead a Board-level assessment of which activities the company performs as a technology provider, agent, programme manager, outsourced service provider or regulated principal. Require a product-by-product map of legal entity, customer contract, regulated partner, movement of funds, data controller, complaint owner, revenue source and residual liability.

Challenge the strategic case for acquiring or applying for licences. A licence must not be pursued merely because it improves the fundraising story or apparent control of economics. The Board should understand the capital, governance, compliance, localisation, audit, reporting and management obligations created by each route, as well as the consequences of remaining partner-dependent.

2. Build risk appetite around customer and transaction reality

Establish a risk appetite that distinguishes acceptable exporter segments, countries, currencies, buyer types, transaction purposes and settlement structures. Limits should address customer concentration, corridor exposure, regulated-partner dependence, manual review capacity, payment returns, fraud losses, credit exposure and operational outages.

Require management to define which customers and transaction patterns the company will not serve, even when technically lawful. Exceptions must have named authority, duration, evidence and retrospective review. Commercial teams must not be able to convert repeated exceptions into an undocumented change of strategy.

3. Strengthen customer due diligence and financial-crime controls

Oversee a proportionate framework for customer identification, beneficial ownership, business-model verification, source and purpose of funds, expected activity, sanctions, politically exposed persons, adverse media and ongoing monitoring.

The control system must recognise risks particular to cross-border SME activity: fabricated invoices, circular trade, third-party payments, over- or under-invoicing, merchant misclassification, shell buyers, mule accounts, prohibited goods, dual-use products, tax evasion and attempts to disguise capital flows as service exports.

Ensure that alert rules, case queues, escalation, account restriction and suspicious-activity decisions remain effective as volume increases. Automation should improve detection and evidence; it must not create false comfort through high alert closure rates.

4. Govern the complete movement and safeguarding of money

Require an end-to-end daily view of customer funds from payer initiation through correspondent or partner banks, conversion, fees, settlement, return and final reconciliation. Management must identify every point at which money can be delayed, misdirected, frozen, duplicated, netted, returned or become unreconciled.

Set strict expectations for safeguarding structures, settlement accounts, maker-checker controls, beneficiary changes, suspense balances, aged reconciling items and access privileges. Customer money, operating cash, partner settlement funds and credit proceeds must never become economically or operationally indistinguishable.

5. Make foreign-exchange economics transparent

Examine how rates, spreads, partner fees, hedging costs, timing differences, cancellations and refunds affect customer pricing and company margin. The Board must understand whether revenue is earned for technology, execution, distribution, float, credit referral or market risk.

Require controls preventing undisclosed discretionary pricing, inappropriate dealer behaviour, unauthorised positions or selective customer treatment. Any treasury exposure retained by the company must have approved limits, independent measurement, escalation and stress testing.

6. Govern partner-originated working capital

Establish clear responsibility among the company, lender, bank, data provider and collection agent for underwriting, customer communication, disbursement, monitoring, restructuring, collections and grievances. The product should not be presented as the company’s own credit where a partner is the regulated lender, nor should contractual outsourcing obscure the company’s conduct obligations.

Challenge underwriting models using invoice history, bank flows, tax data, buyer behaviour and platform transactions. Require evidence on data quality, consent, stability, overrides, fraud vulnerability, cohort performance and adverse selection. Growth should be monitored by vintage, risk grade, sector, buyer, geography and acquisition channel—not only disbursement.

7. Protect customers through fair product and conduct design

Review customer journeys for pricing clarity, exchange-rate disclosure, consent, documentation, failed transactions, account restrictions, refunds, credit terms and complaints. Customers must understand what the company provides, which regulated entity performs each service, how long funds may take, what can cause a hold and where remediation is available.

Set standards for sales incentives, relationship-manager discretion, partner commissions and renewal targets. Revenue pressure must not reward concealment of total cost, unsuitable credit, document manipulation or escalation avoidance.

8. Build reliable unit economics

Require cohort economics by customer segment and product after banking fees, foreign-exchange cost, compliance review, support, technology usage, fraud, losses, partner share, incentives and cost of capital. Gross transaction value and payment volume must not substitute for revenue quality or contribution.

Distinguish contractual recurring revenue from activity-dependent revenue, promotional pricing and one-time integration income. Establish clear thresholds for customer acquisition, enterprise customisation and country expansion. Large customers that generate volume but consume disproportionate compliance, support or pricing concessions must be visible to the Board.

9. Control concentration and strategic dependency

Map dependency on each sponsor bank, authorised dealer, lender, payment network, cloud provider, identity service, data source and critical software vendor. For every material partner, examine termination rights, data portability, economics, audit access, service levels, change-of-control provisions, regulatory observations and realistic exit time.

Require tested contingency plans for the suspension or failure of the largest banking partner. A second signed partner is not sufficient if customer migration, new account creation, compliance acceptance and technical integration would take months.

10. Govern product, cyber and data architecture

Establish Board oversight of payment security, privileged access, software development, API authentication, encryption, secrets management, transaction integrity, fraud controls, cloud concentration, incident response and recovery.

Customer financial records, trade documents, tax data, identity information and behavioural signals must have defined ownership, permitted use, retention, localisation and deletion. New uses of data for underwriting, benchmarking or model development require lawful consent and clear boundaries.

Material technology releases affecting money movement, screening, pricing, beneficiary details or credit decisions should have enhanced testing, segregation, rollback and post-release review. Recovery exercises must demonstrate that accurate customer balances and transaction states can be reconstructed, not simply that servers restart.

11. Set responsible governance for AI and decision models

Maintain an inventory of models used for onboarding, sanctions screening, fraud detection, document extraction, credit assessment, pricing, service and collections. Each material model must have an accountable executive owner, approved use, validated data, performance thresholds, bias and error testing, human override, monitoring and retirement plan.

Generative AI must not independently approve customers, clear sanctions alerts, alter payment instructions or provide unverified regulatory advice. Where it assists operations or customer service, outputs should remain traceable to source data and subject to proportionate human review.

12. Prepare the company for institutional scale

Help the founders build an operating cadence appropriate for a financial-services company: timely Board packs, management risk committee, product approval, compliance monitoring, internal audit, whistle-blower access, incident classification and documented accountability.

Support the appointment, authority and succession of senior risk, compliance, finance, security and internal-audit leaders. These functions must have direct access to the Board and compensation that does not depend primarily on transaction growth.

13. Shape the next financing and capital plan

Review the 24-month operating plan under base, slower-growth, partner-loss, fraud-event, regulatory-delay and credit-stress scenarios. Determine the true capital needed for technology, people, regulatory obligations, loss absorption and customer continuity.

Evaluate the timing and purpose of the next equity round. Capital should be tied to evidenced milestones rather than a valuation calendar. The Board must understand dilution, investor rights, liquidation preferences, founder liquidity, employee-option requirements and any covenants that could distort risk decisions.

14. Establish a disciplined expansion framework

Approve new products, corridors and customer segments only after examining regulation, partner readiness, sanctions exposure, unit economics, customer need, operational capacity, complaints and exit arrangements. International expansion must be governed at the legal-entity level, including local licensing, tax, data, employment, outsourcing and director duties.

The company should resist becoming a collection of lightly integrated financial products. Each addition must strengthen a coherent exporter-treasury proposition or demonstrate compelling stand-alone economics and governance capacity.

Decisions expected to reach the Board

• Whether the company should acquire or apply for a regulated licence, continue with partner-led delivery or use a hybrid structure.
• Whether to pause a fast-growing corridor because transaction-monitoring capacity, partner confidence or sanctions exposure has become inadequate.
• Whether an anchor enterprise customer remains economically attractive after bespoke pricing, integrations, compliance workload and concentration are included.
• Whether to launch a working-capital product whose early model performance is promising but historical data and downturn evidence are limited.
• Whether to retain, restrict or exit a banking partner following control weaknesses, service instability or adverse regulatory information.
• Whether a material customer-funds or data incident requires transaction suspension, customer remediation, partner notification or regulatory escalation.
• Whether the next funding round should accelerate expansion or extend runway until unit economics and control maturity are demonstrated.
• Whether founder or executive incentives appropriately balance growth, customer outcomes, control quality and long-term enterprise value.

Candidate profile

Essential experience

• Former bank, payments, foreign-exchange, trade-finance, lending or regulated-fintech CEO, COO, CRO, compliance leader, business head or experienced Non-Executive Director.
• Enterprise-level responsibility for financial risk, regulated partnerships, customer conduct or technology-enabled financial operations.
• Direct experience navigating a material control failure, regulatory examination, partner disruption, credit deterioration or financial-crime event.
• Ability to understand transaction flows, balance-sheet exposure, unit economics, customer data and technology risk without becoming a shadow executive.
• Demonstrated judgement in an early-stage or high-growth environment where information is incomplete and institutional capability is still being built.
• The confidence to challenge founders, investors and major commercial partners while preserving trust and decision speed.

Strong differentiators

• Cross-border payments, authorised-dealer banking, foreign exchange, export finance or transaction banking experience.
• Experience serving MSMEs, digital exporters, marketplace sellers or technology-service businesses.
• Board or executive exposure to regulated-entity licensing, financial-crime controls, model risk, safeguarding or settlement operations.
• Series A to Series C scaling, institutional fundraising, strategic partnership or regulated-market expansion.
• Audit, Risk or Compliance Committee leadership.

Leadership attributes

• Independent judgement without unnecessary theatre or obstruction.
• Curiosity about product, customer and transaction detail.
• Ability to translate regulation and risk into commercial choices founders can act upon.
• Calm decision-making during incidents, liquidity pressure or regulatory scrutiny.
• Respect for executive accountability and clear Board boundaries.
• High personal integrity, confidentiality and willingness to record dissent where necessary.

Independence and conflict expectations

The appointee must be able to act in the interests of the company as a whole and manage duties owed under company law, the articles and shareholder arrangements. Any investor nomination or historic founder relationship must not compromise judgement.

Candidates must disclose current and recent relationships with shareholders, prospective investors, banks, lenders, payment companies, foreign-exchange providers, technology vendors, auditors, law firms, major customers, competitors and regulatory advisers. Personal investments, advisory retainers, referral arrangements, success fees, close-relative employment and continuing benefits will be examined.

The following will ordinarily be incompatible with the role:

• Compensation linked to customer, bank, licence or fundraising introductions.
• An operating or advisory position with a direct competitor or material partner.
• Participation in selecting or supervising a vendor in which the candidate has a financial interest.
• Undisclosed investment in a customer or counterparty whose onboarding, credit or pricing may reach the Board.
• An expectation of moving into an executive position without a fresh governance and conflict process.

Active inclusion in the IICA Independent Directors Databank is preferred. If the company or its future regulatory or governance structure requires independent-director status, inclusion and the applicable proficiency-test or exemption requirements must be satisfied before appointment in that capacity. All DIN, KYC, disqualification, fit-and-proper and other applicable requirements will be verified.

Information available before consent

Final candidates will receive confidential access to the group structure, shareholder agreement, cap table, Board and investor rights, regulated-partner contracts, product and money-flow maps, risk appetite, customer and corridor concentration, unit economics, compliance reports, transaction-monitoring performance, material incidents, complaints, credit cohorts, reconciliations, cyber posture, financial plan, litigation, regulatory correspondence and proposed D&O insurance.

The preferred candidate will meet the founders and senior leaders responsible for finance, risk, compliance, product, security and operations. Private discussions with relevant control leaders and selected regulated partners may form part of the consent process.

First 100 days

• Complete an independent review of the product, entity and regulatory perimeter.
• Agree the five risks most capable of impairing customers, partner confidence or enterprise survival.
• Establish a concise Board dashboard covering funds, financial crime, partners, credit, cyber, customer conduct, concentration, unit economics and runway.
• Review whether risk, compliance, finance and security leaders have sufficient authority, resources and Board access.
• Confirm which expansion, licensing and capital decisions require formal Board gates during the next twelve months.
• Test incident escalation, customer-funds reconciliation and partner-failure response through at least one tabletop exercise.

Outcomes expected by month 12

• A clearly documented regulatory and operating model for every product and legal entity.
• Board-approved risk appetite with segment, corridor, partner, credit, transaction and operational limits.
• Daily assurance over customer-fund movement and timely closure of reconciling items.
• Financial-crime controls that scale with volume while preserving defensible customer decisions and evidence.
• Cohort-level unit economics and credit performance incorporated into growth and capital allocation.
• Reduced dependency on critical banking, technology and data partners, supported by tested continuity arrangements.
• Board-approved model and AI governance covering inventory, validation, monitoring, override and prohibited uses.
• A financing and expansion plan that remains viable under slower growth, partner disruption and regulatory delay.
• Stronger institutional leadership beneath the founders, with credible succession and protected control functions.

Application

Applications should include a current Board résumé, complete directorship and advisory schedule, a concise description of one material financial-services risk decision personally led, and disclosure of relationships relevant to the company’s likely investors, partners, customers and competitors.

Shortlisted candidates will be assessed through a Board case involving a cross-border transaction anomaly, regulated-partner escalation, customer remediation and a time-sensitive growth decision.