Rudina Seseri
M&T BANKAbout Rudina Seseri
Rudina Seseri (age 47) has served on M&T Bank Corporation’s Board since 2020. She is Founder and Managing Partner of Glasswing Ventures, focused on early-stage AI and frontier tech investing; previously Partner (2010–2015) and Associate (2007) at Fairhaven Capital, Senior Manager in Corporate Development at Microsoft, and technology investment banker at Credit Suisse. She holds a BA from Wellesley College and an MBA from Harvard Business School; appointed Executive Fellow at Harvard Business School in 2022 and previously Entrepreneur in Residence at the Rock Center since 2013 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glasswing Ventures, LLC | Founder & Managing Partner | 2015–present | Early-stage VC across AI/cyber; board work with private startups |
| Fairhaven Capital | Partner; Associate | 2010–2015; 2007 | Technology VC; investing/portfolio oversight |
| Microsoft Corporation | Senior Manager, Corporate Development | Not disclosed | Led strategic acquisitions/investments |
| Credit Suisse Group AG | Investment Banker, Technology Group | Not disclosed | Led public market transactions |
| Harvard Business School | Executive Fellow; Entrepreneur-in-Residence (Rock Center) | Exec Fellow 2022; EIR since 2013 | Academic engagement on entrepreneurship/tech |
External Roles
| Organization | Capacity | Committees/Role | Notes |
|---|---|---|---|
| MSC Industrial Direct Co., Inc. (NYSE: MSM) | Director | Compensation; Nominating & Corporate Governance | Public company board service |
| Private startup boards | Director | Not disclosed | Venture portfolio governance |
Board Governance
- Independence: The Board determined all nominees except the CEO (René F. Jones) are independent; Seseri is independent .
- Committee assignments (MTB Board): Compensation & Human Capital (C&HC) Committee member; joined in April 2024 alongside Chair William F. Cruger Jr., with Geisel and Washington; C&HC held seven meetings in 2024 .
- Subsidiary roles: Director of M&T Bank; member of its Trust & Investment Committee; advisory member of Wilmington Trust, N.A. and Wilmington Trust Company Trust & Investment Committees .
- Attendance: Board met 10 times in 2024; each director attended ≥75% of aggregate Board/committee meetings; average attendance ~96% .
- Compensation committee interlocks: None disclosed for 2024; all C&HC members independent and without relationships requiring disclosure .
Fixed Compensation
| Component | FY2024 Amount | Vesting/Terms | Source |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 113,250 | Quarterly payments in arrears; reflects board and committee service | |
| Standard Board Cash Retainer ($) | 90,000 | Non-employee directors; paid quarterly | |
| C&HC Committee Member Retainer ($) | 15,000 | Annual cash retainer for members | |
| M&T Bank Trust & Investment Committee Retainer ($) | 12,000 | Subsidiary committee member retainer; Chair $15,000 |
Note: Individual cash fees reflect actual service timing (e.g., Seseri’s C&HC appointment in April 2024) and may differ from the sum of standard rates due to proration .
Performance Compensation
| Equity Element | FY2024 Value | Grant Date | Vesting/Key Terms |
|---|---|---|---|
| Annual Board RSU Retainer (Non-employee Director) | 135,004.65 | April 2024 | Vests on one-year anniversary; retainer value $135,000 for directors, $140,000 for lead independent director; granted under 2019 Equity Plan |
Directors do not receive performance-conditioned equity (e.g., PSUs); the annual equity retainer is time-based RSUs intended to align director incentives with shareholder value .
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Conflict Notes |
|---|---|---|---|
| MSC Industrial Direct Co., Inc. (MSM) | Director | Compensation; Nominating & Corporate Governance | No C&HC interlocks or insider participation at MTB disclosed for 2024 |
- Over-boarding policy: MTB reviews directors seeking to join ≥3 other public company boards; applies heightened review for public-company executives; ongoing annual oversight by N&G Committee .
- Related-party safeguards: Written policy mandates N&G Committee approval for transactions >$120,000 involving directors/related parties; ordinary-course banking/credit complies with Regulation O standards .
Expertise & Qualifications
- Technology/AI/cyber expertise with nearly 20 years in investing and transactions across AI, ML, enterprise software, and digital marketing tech .
- Strategic planning, digital innovation, and human capital insights valuable to C&HC oversight .
- Academic engagement at Harvard Business School supports governance/leadership development .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Rudina Seseri | 2,671 | <1% | As of Feb 14, 2025; beneficial ownership per Rule 13d-3 |
| Director Ownership Guidelines | ≥5× annual cash retainer | Policy | All directors in compliance as of Feb 14, 2025 |
| Hedging/Pledging | Prohibited (limited exceptions) | Policy | Anti-hedging and anti-pledging policies apply to directors |
Governance Assessment
- Committee effectiveness: Active C&HC member in 2024 with seven meetings; committee oversees executive pay, human capital strategy, succession planning; independent consultant (Aon) engaged and determined independent; committee posts charter and follows grant timing policies—supports robust pay governance .
- Independence and engagement: Independent status confirmed; subsidiary Trust & Investment Committee involvement adds fiduciary perspective; Board’s average attendance ~96% fosters strong oversight .
- Compensation alignment: Director pay mix ~50/50 cash/equity; Seseri’s FY2024 mix: cash $113,250 vs equity $135,004.65; RSUs with one-year vesting align with shareholder value; compliance with ≥5× retainer ownership guideline indicates alignment .
- Conflicts and related-party exposure: No C&HC interlocks/insider participation disclosed; related-party transactions subject to N&G approval and Regulation O; no Seseri-specific related-party transactions disclosed—low conflict risk .
- Investor signals: Say-on-pay support at 94% in 2024 suggests investor confidence in compensation governance; the Board maintains proxy access, majority voting, and regular executive sessions under a lead independent director .
RED FLAGS: None disclosed specific to Seseri. Watchpoints include potential overlap between venture portfolio companies and MTB counterparties; MTB’s related-party policy and independence reviews mitigate risk, with no conflicts disclosed in 2024 .