J. Wayne Hutchens
About J. Wayne Hutchens
Independent Director, RiverNorth Capital and Income Fund, Inc. (RSF). Year of birth: 1944; Class II term expires in 2025; service on RSF’s Board since 2018 and on RiverNorth funds complex boards since 2013 (RIV) and 2018 (OPP, RMI) . Former President & CEO of the University of Colorado Foundation (2006–2012), Executive Director of the CU Real Estate Foundation (2009–2012), and retired Chairman of Chase Bank Colorado, with a finance degree from University of Colorado Boulder and graduate study at Syracuse University and the University of Colorado .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Colorado Foundation | President & CEO | Apr 2006 – Dec 2012 | Led philanthropic operations and endowment stewardship |
| CU Real Estate Foundation | Executive Director | Apr 2009 – Dec 2012 | Oversight of real estate assets supporting CU system |
| Chase Bank Colorado | Chairman (retired) | 30+ years in banking; end as Chairman | Banking leadership; credit and risk expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Colorado Boulder Economic Corporation | Treasurer | May 2019 – Present | Nonprofit subsidiary of CU Boulder |
| AMG National Trust Bank | Director | Jun 2012 – Present | Banking oversight; governance experience |
| Denver Museum of Nature and Science | Trustee | 2000 – 2020 | Nonprofit board experience |
| Children’s Hospital Colorado | Trustee | May 2012 – 2020 | Healthcare nonprofit governance |
| ALPS Series Trust (11 funds) | Director | 2012 – Present | Mutual fund board interlock |
| RiverNorth Funds | Director (3 funds→2 funds) | 2021 – Aug 2025; Aug 2025 – Present | Fund board interlock |
Board Governance
- Independence: Hutchens is designated an Independent Director and remains independent if re‑elected .
- Committee assignments: Audit Committee member and Chair; committee comprised of Independent Directors (Mougin, Carter, Hutchens, Swanson). Hutchens and Mougin determined “audit committee financial experts.” The Audit Committee oversees financial reporting, internal controls, and auditor independence per charter .
- Attendance and engagement: In FY ended June 30, 2025, RSF’s Board met 5 times; each Director attended at least 75% of Board and Committee meetings. Annual meetings of stockholders attendance is not required .
- Board tenure/classification: Hutchens nominated for re‑election as Class II Director across the funds; RSF elects two Class II Directors and one Class III Director in 2025 .
Fixed Compensation
| Component | Amount | Detail/Applicability |
|---|---|---|
| Annual Director Retainer | $16,500 | Effective Jan 1, 2024 |
| Quarterly Board Meeting Fee | $2,000 per meeting | Applies to each quarterly meeting |
| Special Meeting Fee | $1,500 per meeting | Applies to each special meeting |
| Audit Committee Chair Fee | $1,111 annually | Additional to base fees |
| RSF FY Compensation (per director) | $25,611 | Hutchens’ RSF compensation for FY end June 30 |
| Aggregate Total Compensation (Funds & Fund Complex) | $241,999 | Hutchens total across 8 RiverNorth closed‑end funds + 2 RiverNorth mutual funds |
| Expense Reimbursement | Reasonable out‑of‑pocket | For meeting attendance |
Notes:
- Adviser pays Director compensation for RIV, RMM, RMMZ, RFM, RFMZ out of its unitary management fee; RSF pays its own board fees .
- No equity compensation program for directors is disclosed; compensation described consists solely of cash retainers and meeting/role fees .
Performance Compensation
| Metric/Plan Element | Terms | Status |
|---|---|---|
| Stock awards (RSUs/PSUs), options, performance-based bonuses | Grant size, vesting, strike, metrics (TSR, EBITDA, ESG) | None disclosed; proxy describes only cash retainers and meeting/role fees |
| Change‑of‑control provisions, severance, clawbacks, tax gross‑ups | Triggers/multiples | Not disclosed for Directors in proxy |
Other Directorships & Interlocks
| Entity | Type | Role | Interlock Risk |
|---|---|---|---|
| ALPS Series Trust (11 funds) | Mutual fund complex | Director | Industry interlock; standard for fund governance |
| RiverNorth Funds (2–3 funds over time) | Mutual fund complex | Director | Within sponsor’s mutual funds; monitoring of adviser conflicts mitigated by independence and committee structure |
| AMG National Trust Bank | Bank | Director | No related‑party transactions with Adviser noted |
Expertise & Qualifications
- Financial expertise: Determined to be an “audit committee financial expert” (Form N‑CSR definition) .
- Sector experience: 30+ years in banking, retired as Chairman of Chase Bank Colorado; prior leadership in higher‑education foundations and real estate .
- Governance: Serves as Audit Committee Chair; independent oversight of accounting policies, internal controls, and auditor independence .
Equity Ownership
| Fund | Dollar Range (Hutchens) | Notes |
|---|---|---|
| RSF | None | Indicates no RSF holdings as of fiscal year end |
| RIV | $50,001–$100,000 | Personal investment alignment in related RiverNorth fund |
| RMM | $50,001–$100,000 | Personal investment alignment in related RiverNorth fund |
| RFMZ | $50,001–$100,000 | Personal investment alignment in related RiverNorth fund |
Additional ownership context:
- RSF had 4,252,062.110 common shares outstanding as of record date Aug 19, 2025 .
-
5% RSF holders included Sit Investment Associates (13.13%) and Patrick W. Galley (5.56%) .
Governance Assessment
-
Positive signals:
- Established independence and designation as Audit Committee Chair; recognized financial expert status enhances credibility over financial reporting and controls .
- Attendance meets governance thresholds (≥75% of meetings); RSF Board held five meetings in FY2025, indicating active oversight cadence .
- Compensation is modest, cash‑based, and role‑linked (Audit Chair premium), limiting misaligned incentives; aggregate complex compensation disclosed transparently .
- No related‑party transactions or interests >$120,000 reported for Independent Directors or immediate family with the Adviser or affiliates over five years, reducing conflict risk .
-
Potential concerns:
- No RSF share ownership disclosed for Hutchens (“None” dollar range), which may be viewed as weaker direct alignment to RSF compared to his personal holdings in other RiverNorth funds .
- Chairmanship of the overall funds’ Boards is held by an interested director (Adviser CEO), though mitigated by independent committee leadership and executive sessions with independent counsel and auditors .
RED FLAGS
- None indicated regarding related‑party transactions, pledging/hedging, option repricing, or legal proceedings in the proxy; independent directors and immediate families had no >$120,000 interests with Adviser/affiliates and no transactions above that threshold .
Alignment watchpoint
- Absence of RSF holdings by Hutchens while holding material dollar ranges in other RiverNorth funds may prompt questions on “skin‑in‑the‑game” specifically for RSF, though directors often avoid holdings to preserve independence or due to personal allocation choices .