Sarbanes–Oxley Material-Weakness Closure Authority — Listed Financial Software

The mandate

The former global controller was removed after the external auditor concluded that management-review controls over revenue modifications and privileged-access governance were not precise enough to prevent a material misstatement. Year-end testing starts in seven weeks, remediation evidence is fragmented across three systems, and the CFO needs one executive who can take decisions across accounting, technology and internal audit without reopening the diagnosis each week.

The appointee must be available within fourteen days and will hold the controls decision seat for nine months while a permanent chief accounting officer search runs independently. Four days each week will be spent with the Manhattan controllership and audit teams, the fifth may be remote, and planned visits to Austin and Dublin will be used for walkthroughs rather than ceremonial town halls. The engagement will not convert and has no extension route.

Handover is achieved only when both material weaknesses have passed management testing and external-auditor reperformance, the first quarter-end close under the revised controls has no severity-one deficiency, every key control has an accountable operator and reviewer, and the incoming executive has signed the remediation archive. A downgraded deficiency without durable operating evidence will not satisfy the exit condition.

The interim may redesign controls, replace temporary remediation leads, halt unsupported journal or contract-modification workflows, approve specialist spend within the authorised $2 million envelope, and sign management's testing conclusions. Audit Committee approval is required to change disclosure judgments, exceed that budget or dismiss a permanent vice-president; the appointee may not negotiate the audit fee, appoint the external auditor or alter commercial pricing policy.

The remit excludes an ERP replacement, a redesign of sales compensation and the wider finance shared-services location strategy. Cybersecurity incident response remains with the security chief, except where access evidence affects SOX reliance, and tax provision methodology remains with the tax vice-president. Those boundaries keep the assignment centred on defensible closure rather than an indefinite finance transformation.

Why this seat is open

The auditor's adverse conclusion made incremental ownership untenable and led the board to separate from the previous controller. Two internal candidates know the processes but have not led a material-weakness closure under Audit Committee scrutiny. The board wants a time-bound executive who can establish credible evidence before choosing the permanent control leadership model.

What you will own

• Re-perform the root-cause analysis for both material weaknesses and issue a signed assertion map linking each failure mode to a revised preventive or detective control.
• Decide the precision, evidence standard and review threshold for contract-modification controls covering variable consideration, concessions, renewals and non-standard approvals.
• Rebuild privileged-access governance across the general ledger, billing platform and data warehouse, including emergency access, toxic combinations and quarterly certification.
• Chair a twice-weekly closure room that converts auditor observations into named decisions, dated evidence and escalation records rather than narrative progress reports.
• Commission independent testing for remediated controls and reject samples whose populations, reviewers or retained evidence cannot survive auditor reperformance.
• Present the disclosure-control conclusion to the CFO and Audit Committee, distinguishing remediated risk, compensating controls and residual exposure without optimistic aggregation.
• Transfer a version-controlled control library, testing calendar, deficiency protocol and talent assessment to the permanent executive through two complete close rehearsals.

Candidate qualifications

• Personally led closure of at least one Sarbanes–Oxley material weakness at a US-listed issuer and can evidence the original finding, redesigned control, operating period and auditor outcome.
• Held controller, chief accounting officer, enterprise controls or equivalent director authority over both business-process and IT-general-control remediation in a multi-location organisation.
• Defended management-review-control precision before a Big Four engagement partner, including the thresholds, disaggregation and contradictory evidence used by the reviewer.
• Governed revenue recognition controls for subscription, usage-based or multi-element contracts under ASC 606, with direct exposure to contract modifications and variable consideration.
• Built evidence chains from access populations and configuration data rather than relying on policy attestation, screenshots or unsupported management certification.
• Can show a successor-ready remediation archive that remained effective through a later filing cycle after the specialist programme had been disbanded.

Non-negotiables

• Able to start within fourteen days and maintain the stated Manhattan presence for the full nine-month term.
• Independent of the incumbent external-audit firm and free of any unresolved inspection, enforcement or issuer-reporting matter.
• Prepared to sign management testing conclusions personally and challenge the CFO if disclosure evidence is incomplete.
• Has held enterprise director or CXO-level control authority, not solely a workstream, PMO or external-audit delivery role.

1. 49 words maximum. State your earliest start date and identify the most recent material weakness whose closure conclusion you personally signed.
2. 49 words maximum. Which retained evidence proved that your redesigned management-review control operated at sufficient precision for auditor reperformance?
3. 49 words maximum. Describe one instance when you refused to downgrade a deficiency despite pressure to protect a filing timetable.