Lisa B. Mougin
About Lisa B. Mougin
Independent Director (Class I; term expires 2027) of RiverNorth Capital and Income Fund, Inc. (RSF). Year of birth: 1972. Service on the RiverNorth closed-end fund boards since 2022. Background includes senior operating roles in investment management and fintech and current CIO role at a non-profit; designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Sisters International (non-profit) | Chief Investment Officer | 2023–present | Investment oversight for impact lending programs |
| TIFIN-affiliated Positivly and Louise (fintech) | President & Chief Operating Officer | 2020–2022 | Led operations and client solutions build-out |
| ALPS Fund Services, Inc. | Executive team member (prior role) | Not specified | Helped build mutual fund/hedge fund servicing platform |
External Roles
| Company/Board | Role | Since | Notes |
|---|---|---|---|
| RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (OPP) | Independent Director (Class I) | 2022 | One of 8 RiverNorth closed-end fund boards she serves |
| RiverNorth Opportunities Fund, Inc. (RIV) | Independent Director (Class I) | 2022 | |
| RiverNorth Capital and Income Fund, Inc. (RSF) | Independent Director (Class I) | 2022 | |
| RiverNorth Opportunistic Municipal Income Fund, Inc. (RMI) | Independent Director (Class I) | 2022 | |
| RiverNorth Managed Duration Municipal Income Fund, Inc. (RMM) | Independent Director (Class I) | 2022 | |
| RiverNorth Managed Duration Municipal Income Fund II, Inc. (RMMZ) | Independent Director (Class I) | 2022 | |
| RiverNorth Flexible Municipal Income Fund, Inc. (RFM) | Independent Director (Class I) | 2022 | |
| RiverNorth Flexible Municipal Income Fund II, Inc. (RFMZ) | Independent Director (Class I) | 2022 | Oversees 8 portfolios in fund complex |
| Other public company boards (last 5 years) | — | — | None disclosed |
Board Governance
- Independence: Classified as an Independent Director; both standing committees (Audit; Nominating & Corporate Governance) are entirely independent.
- Committee assignments:
- Audit Committee member; committee chaired by J. Wayne Hutchens; Mougin and Hutchens designated “audit committee financial experts.”
- Nominating & Corporate Governance Committee member; chaired by David M. Swanson.
- Meeting cadence and attendance:
- RSF Board met five times in FY ended June 30, 2025; Audit met three times; Nominating & Governance met two times.
- Each Director then serving (including Mougin) attended at least 75% of Board and applicable committee meetings.
- Classification/tenure at RSF: Class I, term expiring 2027; service since 2022.
Fixed Compensation
| Component | RSF Policy/Amount | Notes |
|---|---|---|
| Annual retainer | $16,500 | Effective Jan 1, 2024 |
| Fee per quarterly Board meeting | $2,000 | FY ended June 30, 2025 |
| Fee per special Board meeting | $1,500 | FY ended June 30, 2025 |
| Chair/lead Independent premiums | $1,111 (Audit Chair); $750 (Nominating Chair); $1,333 (Lead Independent) | Mougin is not a chair; premiums shown for structure |
| RSF FY compensation (per-fund) | $24,500 | Reported for Mougin for RSF (FY June 30) |
| Aggregate compensation (Fund Complex) | $196,000 | Across 8 RiverNorth funds she oversees |
| Payer for some funds | Adviser pays comp (RIV, RMM, RMMZ, RFM, RFMZ) out of unified management fee | Common closed-end fund structure; RSF pays directly |
Performance Compensation
| Element | Terms/Details |
|---|---|
| Equity awards (RSUs/PSUs), Options | Not disclosed; no equity compensation discussed for directors in RSF complex |
| Performance metrics/bonuses | Not disclosed/applicable to independent directors |
| Clawbacks, CoC, severance | Not disclosed for independent directors (typical for fund boards) |
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Interlocks within adviser complex | Simultaneous independent directorships at eight RiverNorth closed-end funds (same adviser) |
| Public company boards (outside fund complex) | None disclosed (past five years) |
Expertise & Qualifications
- Financial oversight: Designated “audit committee financial expert” (Form N-CSR definition) — strengthens audit oversight credibility.
- Investment/operations: Senior roles in fund services (ALPS) and fintech operations (TIFIN); CIO at impact finance non-profit.
- Breadth of oversight: Oversees 8 portfolios across the RiverNorth fund complex.
Equity Ownership
| Fund (Fiscal year end) | Dollar Range of Beneficial Ownership (Mougin) |
|---|---|
| RSF (June 30) | $ None |
| OPP (June 30) | $ None |
| RIV (June 30) | $ None |
| RMI (June 30) | $ None |
| RMM (June 30) | $10,001–$50,000 |
| RMMZ (June 30) | $ None |
| RFM (June 30) | $ None |
| RFMZ (June 30) | $ None |
| Aggregate (all Funds overseen) | $10,001–$50,000 |
Governance Assessment
-
Strengths
- Independent director with audit committee financial expert designation; serves on both key committees; committees are fully independent. Attendance threshold met (≥75%).
- No related-party transactions or financial ties to the Adviser/adviser affiliates for Independent Directors or immediate families (>$120,000 threshold) over last five years; none own Adviser/affiliate securities.
- Transparent, formulaic cash compensation framework; per-fund reporting and full complex aggregate disclosed.
-
Watch items
- Alignment: No disclosed ownership of RSF shares; aggregate ownership across the complex is modest ($10k–$50k) and concentrated in RMM, not RSF. Considered a mild alignment gap specific to RSF.
- Optics: For some funds in the complex (not RSF), director compensation is paid by the Adviser out of its unitary fee. Common in fund structures but can raise perceived independence optics; mitigated by fully independent committees.
-
Red flags
- None material identified: No attendance shortfalls disclosed, no related-party transactions, no equity award repricings, no hedging/pledging disclosures adverse to alignment.
Notes: Board met five times; Audit and Nominating committees met three and two times respectively (FY ended June 30, 2025). Mougin is Class I, term expiring 2027, with service since 2022 across the complex.