David M. Swanson
About David M. Swanson
Independent director born in 1957; serving on RSF’s board since 2018, with current term designated for reclassification to Class III at the 2025 annual meeting. Founder & Managing Partner of SwanDog Strategic Marketing; prior senior roles at Calamos Investments, Van Kampen Investments, Scudder Canada, and Morgan Stanley. Holds a Master of Management (Kellogg, Northwestern) and a BA in Journalism (Southern Illinois University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calamos Investments | EVP & Head of Distribution | Not disclosed | Senior distribution leadership |
| Van Kampen Investments | Chief Operating Officer | Not disclosed | Senior operating leadership |
| Scudder, Stevens & Clark, Canada, Ltd. | President & CEO | Not disclosed | Business leadership, Canada |
| Morgan Stanley | Managing Director & Head of Global Investment Products | Not disclosed | Product leadership |
| SwanDog Strategic Marketing | Founder & Managing Partner | 2006–present | Strategic marketing for asset managers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RiverNorth Funds | Independent Trustee | 2019–Aug 2025 (3 funds), Aug 2025–present (2 funds) | RiverNorth open-end fund complex |
| Managed Portfolio Series | Independent Trustee | 2011–present (31 funds) | Series trust platform |
| ALPS Variable Investment Trust | Independent Trustee | 2006–2025 (7 funds) | Variable insurance trust |
Board Governance
- Independence: Swanson is currently an Independent Director and will remain independent if re-elected .
- Committee memberships: Audit Committee member (with Carter, Hutchens, Mougin; Hutchens chairs; Mougin and Hutchens designated “audit committee financial experts”) .
- Committee chair roles: Chair of the Nominating and Corporate Governance Committee (with Carter, Hutchens, Mougin) .
- Meeting attendance: In FY ended June 30, 2025, RSF Board met five times; each Director attended at least 75% of Board and Committee meetings .
- Committee activity: Audit Committee met three times; Nominating & Governance met two times in FY2025 .
- Executive sessions: Independent Directors meet quarterly in executive session without interested directors or the Adviser .
- Auditors: RSF’s independent auditor is KPMG LLP (Audit Committee oversight affirmed) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $16,500 | Effective Jan 1, 2024 |
| Quarterly Board meeting fee | $2,000 per meeting | Effective Jan 1, 2024 |
| Special Board meeting fee | $1,500 per meeting | Effective Jan 1, 2024 |
| Lead Independent Director premium | $1,333 annually | Role not attributed to Swanson in filing |
| Audit Committee Chair premium | $1,111 annually | Hutchens is Audit Chair; not applicable to Swanson |
| Nominating & Governance Chair premium | $750 annually | Swanson is Chair |
| Actual Compensation (FY end June 30, 2025) | Amount |
|---|---|
| RSF director fees paid to Swanson | $25,167 |
| Aggregate total compensation from Fund Complex | $238,000 |
Note: For RIV, RMM, RMMZ, RFM, and RFMZ, director compensation is paid by the Adviser out of its unitary management fee; for RSF, fees are paid by the Fund .
Performance Compensation
- No performance-based compensation, equity awards, options, or incentive metrics are disclosed for directors; compensation is cash retainer and meeting/committee fees only .
Other Directorships & Interlocks
| Company/Complex | Overlap/Interlock | Potential Conflict Commentary |
|---|---|---|
| RiverNorth Funds | Trustee roles within RiverNorth family | Interlock within adviser-affiliated complexes; filing states Independent Directors and immediate families have no >$120,000 interests in the Adviser or affiliates and no such transactions, mitigating conflict risk . |
| Managed Portfolio Series | Broad oversight (31 funds) | Industry-standard series trust; no adviser-related conflicts disclosed |
| ALPS Variable Investment Trust | Past trustee (ended 2025) | No current conflict disclosed |
Expertise & Qualifications
- 40+ years senior management and marketing experience; ~35 years in financial services; leadership across distribution, operations, product, and firm management .
- Academic credentials: Master of Management (Kellogg, Northwestern) and BA in Journalism (Southern Illinois University) .
- Oversees 11 portfolios across the RiverNorth fund complex, indicating broad governance scope .
Equity Ownership
| Holding | FY End | Dollar Range | Notes |
|---|---|---|---|
| RSF | June 30 | None | No beneficial RSF share holdings disclosed |
| Aggregate across Funds Overseen | June 30 | Over $100,000 | Aggregate beneficial ownership across RiverNorth funds overseen |
Independent Directors and immediate family members do not own securities of the Adviser or principal underwriter and had no transactions/relationships >$120,000 with the Adviser or affiliates over the past five years .
Governance Assessment
- Strengths:
- Independent status; chair of Nominating & Governance; active Audit Committee member under robust charter with designated financial experts, independent auditors, and quarterly executive sessions .
- Adequate engagement: ≥75% attendance; regular committee activity (Audit 3x; Nominating 2x in FY2025) .
- Watch items:
- RED FLAG: No RSF share ownership, which may dampen direct alignment specific to RSF despite aggregate fund complex ownership >$100,000 .
- Partial compensation dependency on Adviser in other RiverNorth closed-end funds (not RSF), which can present perceived independence risks across the complex; mitigated by explicit disclosures of no >$120,000 adviser-related interests or transactions for Independent Directors .
- Overall: Governance structure and independent oversight appear robust; committee leadership and independent audit processes support investor confidence, though RSF-specific ownership alignment is limited given “None” holdings .