Jerry R. Raio
About Jerry R. Raio
Jerry R. Raio (born 1964) serves as an Interested Director of RiverNorth Capital and Income Fund, Inc. (RSF). He has served on the RiverNorth fund boards since 2018 and, in the 2025 proxy, was nominated to be reclassified from Class III to Class II with a new term expiring at the 2028 annual meeting; he is explicitly designated as an Interested Director (not independent) due to current/past affiliations with entities tied to the adviser and an underwriting relationship noted in the proxy . Professionally, he is President of Arbor Lane Advisors, and previously led retail origination at Wells Fargo Securities; he also holds several advisory-board roles in fintech/data firms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arbor Lane Advisors, Inc. | President | 2018–present | Capital markets/strategic advisory |
| Wells Fargo Securities, LLC | Managing Director, Head of Retail Origination | 2005–2018 | Led retail origination platform; underwriter to certain RiverNorth funds historically, cited as reason for “interested person” classification |
| ClickIPO | Head of Capital Markets | 2018–2019 | IPO/distribution expertise |
| Qudos Technologies | Advisory Board Member | 2019–2022 | Product/market guidance |
External Roles
| Organization | Capacity | Since |
|---|---|---|
| FLX Distribution | Advisory Board Member | 2020–present (Adviser is an investor; also a director overlap with RiverNorth CEO Patrick W. Galley) |
| Quantify Crypto | Advisory Board Member | 2021–present |
| ETF Action | Advisory Board Member | 2022–present |
Board Governance
- Classification and tenure at RSF: previously Class III (term expiring 2026); nominated in 2025 to be elected as Class II (term expiring 2028). RSF’s board is staggered into three classes with three-year terms .
- Independence: Designated an Interested Director (not independent) and will remain so if re-elected .
- Committee structure/memberships: RSF (and sister funds) maintain two standing committees—Audit and Nominating & Corporate Governance—both composed entirely of Independent Directors. Members are Lisa B. Mougin, John K. Carter, J. Wayne Hutchens (Chair; also an audit committee financial expert), and David M. Swanson; Raio is not a member of these committees .
- Board chair: Patrick W. Galley (CEO/CIO of the Adviser) serves as non-independent Chairman; the board cites independent committee leadership and executive sessions as governance safeguards .
Fixed Compensation
- Director fee schedule (applies to RSF and sister funds): annual retainer $16,500; $2,000 per quarterly board meeting; $1,500 per special meeting; additional retainers for leadership roles (Lead Independent $1,333; Audit Chair $1,111; Nominating Chair $750). The Adviser, not the fund, pays director compensation for RIV, RMM, RMMZ, RFM, RFMZ; RSF and OPP pay their own directors .
- Reported FY compensation (by fund; year-end June 30):
- RSF: Jerry R. Raio $24,500
- Aggregate total from the Funds and Fund Complex: $232,000
| Metric | RSF (FY end Jun 30) | Fund Complex Aggregate |
|---|---|---|
| Cash fees to Jerry R. Raio | $24,500 | $232,000 |
Notes: The funds pay no salaries; interested directors employed by the Adviser receive no fund compensation, but Raio is not an Adviser employee and is compensated per the schedule above .
Performance Compensation
- Equity/option grants: None disclosed; director compensation consists of cash retainers and meeting fees; no stock/option awards are reported in the proxy for directors .
- Performance metrics, vesting schedules, clawbacks, change-in-control, tax gross-ups: Not disclosed for directors in RSF’s proxy .
Other Directorships & Interlocks
- RiverNorth fund boards: Raio serves as an Interested Director across the RiverNorth fund complex, with service inception years by fund: OPP (since 2018), RIV (since 2019), RSF (since 2018), RMI (since 2018), RMM (since 2019), RMMZ (since 2022), RFM (since 2020), RFMZ (since 2021); he is Class III (exp. 2026) across many and nominated for reclassification in 2025 alongside other nominees .
- Interlocks/conflicts: Classified as “interested” because (i) he is on the advisory board of FLX Distribution (an entity in which the Adviser is an investor and whose board includes the Adviser’s CEO/board chair), and (ii) due to his prior Wells Fargo Securities role, which had underwritten certain RiverNorth funds—potential related-party nexus acknowledged in the proxy .
| Entity | Role | Since | Conflict Context |
|---|---|---|---|
| FLX Distribution | Advisory Board Member | 2020 | Adviser invested; Adviser’s CEO is a director; basis for “interested” status |
| Wells Fargo Securities (historical) | MD, Head of Retail Origination | 2005–2018 | Historical underwriter to certain Adviser-advised funds; cited in interested status rationale |
Expertise & Qualifications
- Capital markets origination, product distribution, and IPO retail allocation expertise from senior leadership at Wells Fargo Securities and ClickIPO; current advisory roles in fintech/data platforms bolster market-structure insight .
- The board describes reliance on independent committee leadership and off-camera sessions with independent counsel/auditors to balance a non-independent chair and interested directors on the board .
Equity Ownership
As of each fund’s fiscal year end (June 30), the proxy reports dollar ranges of equity securities beneficially owned by directors:
| Fund | Dollar Range Owned by Jerry R. Raio |
|---|---|
| RSF | $ None |
| RIV | $10,001–$50,000 |
| RMI | $10,001–$50,000 |
| RMM | $ None |
| RMMZ | $10,001–$50,000 |
| RFM | $10,001–$50,000 |
| OPP | $ None |
| RFMZ | $ None |
| Aggregate across fund family | Over $100,000 |
Additional ownership/conflict disclosures: Independent directors (not including Raio) and their families reported no beneficial holdings in the Adviser or affiliates and no reportable related-party transactions over the past five years; this section is specific to independent directors. RSF’s audit committee oversight is described, with KPMG serving as RSF’s independent accountant, and the committee meeting/discussion dates noted (Aug 12–13, 2025) .
Governance Assessment
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Strengths
- Clear disclosure of Interested Director status and underlying reasons; non-independent board chair balanced by fully independent Audit and Nominating & Corporate Governance Committees (independent chair for each) and independent executive sessions with counsel/auditors .
- Staggered board structure with explicit nominations and class reclassification details enhances election clarity .
-
Alignment/concerns
- Interested Director designation signals potential conflicts (FLX Distribution advisory role with adviser tie; prior Wells Fargo underwriting link). These are acknowledged but still represent alignment risk; continued reliance on independent committees is a key mitigant .
- RSF-specific ownership: reported “$ None” in RSF shares for Raio, which may be viewed as weaker direct alignment at the RSF fund level despite an aggregate >$100,000 across the broader fund family .
- Compensation is cash-only and relatively modest; for several sister funds, fees are paid by the Adviser under a unitary fee, which can create perception of influence (though common in closed-end fund complexes) .
-
Red flags to monitor
- Any expansion of related-party dealings involving FLX Distribution or underwriting/placement activities touching the fund complex (heightened scrutiny warranted due to Interested Director classification) .
- Persistently low fund-level ownership by directors, particularly those designated as interested, could draw investor alignment questions over time .
Overall, Jerry R. Raio brings deep capital markets distribution experience but is explicitly classified as an Interested Director due to disclosed affiliations; RSF’s governance design leans on fully independent committees and independent leadership within those committees to mitigate conflict risks .