Patrick W. Galley

About Patrick W. Galley

Patrick W. Galley (born 1975) serves as an Interested Director, Chairman, and President of RiverNorth Capital and Income Fund, Inc. (RSF) and is Chief Executive Officer (since 2020) and Chief Investment Officer (since 2004) of RiverNorth Capital Management, LLC, the Fund’s investment adviser . He has served on RiverNorth fund boards since 2013 (RIV), 2015 (RSF), 2016 (OPP), 2018 (RMI), 2019 (RMM), 2020 (RFM), 2021 (RFMZ), and 2022 (RMMZ); his current RSF director term is Class III expiring in 2026 . In FY ended June 30, 2025, each Director attended at least 75% of Board and committee meetings; RSF’s Board met five times during the year . As of the August 19, 2025 record date, he beneficially owned 214,920 RSF common shares (5.56% of outstanding) .

Past Roles

External Roles

Fixed Compensation

• The Funds pay no salaries or compensation to their officers or to any interested Director employed by the Adviser; Patrick W. Galley is an interested person and does not receive compensation from the Funds .

Performance Compensation

• Not disclosed/applicable at the Fund level for an interested Director employed by the Adviser; RSF does not pay stock or option awards to Galley .

Equity Ownership & Alignment

Employment Terms

• Not disclosed in RSF’s proxy (no employment contract, severance, or change-in-control terms at the Fund level for Galley) .

Board Governance

• Roles and independence: Galley is Chairman of the Board and not an Independent Director (Interested Director) . The Board explicitly supports using an interested Chairman given his adviser role and the structure where Independent Directors chair key committees and meet independently with counsel/auditors .
• Committee structure: Each Fund has two standing committees—Audit and Nominating & Corporate Governance—each composed of Independent Directors and chaired by an Independent Director .
• Audit Committee (RSF): Members—Lisa B. Mougin; John K. Carter; J. Wayne Hutchens; David M. Swanson; Chair—J. Wayne Hutchens; Mougin and Hutchens are “audit committee financial experts” .
• Attendance: During FY ended June 30, 2025, RSF’s Board met five times; each Director attended at least 75% of Board and applicable committee meetings .
• Share classes: RSF has only common shares outstanding (no preferred) as of the Record Date .

Director Compensation (Galley-specific)

Other Directorships & Interlocks

• RiverNorth fund complex: Galley serves as Director/Chairman/President across multiple RiverNorth funds, with service dates including RSF (since 2015), RIV (since 2013), OPP (since 2016), RMI (since 2018), RMM (since 2019), RFM (since 2020), RFMZ (since 2021), RMMZ (since 2022) .
• Interlocks noted for other Interested Director (Raio) do not attribute conflicts to Galley; Galley’s “interested” status is due to his CEO/CIO role at the Adviser .

Compensation Structure Analysis

• No Fund-paid cash or equity to Galley removes Fund-level pay-for-performance evaluation and reduces RSF-specific insider selling pressure from vesting events (as none exist at the Fund) .
• Governance mitigants: Independent-only committees with an audit financial expert chair; independent sessions with counsel/auditors; annual self-assessment of Board structure .

Risk Indicators & Red Flags

• Dual-role independence: Chairman is not independent (interested)—a governance risk mitigated by independent committee leadership and separate sessions .
• Insider alignment: 5.56% RSF ownership suggests meaningful skin-in-the-game; no disclosure of pledging/hedging policies at RSF level .
• Meetings/engagement: Attendance threshold met (≥75% by each Director) .

Compensation Peer Group; Say-on-Pay; Shareholder Feedback

• Not applicable/disclosed for RSF; closed-end funds typically do not have say-on-pay votes and executive pay benchmarking at the Fund level is not presented here .

Expertise & Qualifications

• Closed-end fund and adviser leadership: CEO and CIO of Adviser; President and portfolio manager of each Fund; uniquely qualified to serve on the Board given deep knowledge of Fund strategy and closed-end fund industry .

Work History & Career Trajectory

Compensation Committee Analysis

• Committee structure disclosed (Audit; Nominating & Corporate Governance); no separate Compensation Committee at RSF; independent director compensation is standardized; interested Directors receive none from the Funds .

Investment Implications

• Alignment: Galley’s 5.56% RSF ownership indicates material exposure to Fund performance and reduces the likelihood of Fund-driven insider selling tied to vesting or options (none disclosed at RSF) .
• Governance balance: While the Chairman is not independent, independent-only committees led by experienced directors (with designated audit financial experts) and independent sessions help mitigate oversight risks .
• Practical takeaway: For traders, monitor Form 4 filings and future proxies for changes in beneficial ownership, committee leadership, or governance structure; for long-term holders, the adviser-led leadership may expedite decision-making, with independent committee oversight as a counterbalance .