Robert Rooney

About Robert G. Rooney

Independent Director of TCW Strategic Income Fund, Inc. (TSI) since 2024; born 1957; Certified Public Accountant (CPA). Rooney is a transformation leader with 35+ years of senior finance and operating roles at public and private equity–backed companies. He founded RGR Advisors CT, LLC in August 2022 and previously served as CF&AO and Senior Financial Advisor at REEF Technology (2018–2021), CFO at Citizens Parking (2018), CFO at Novitex Enterprise Solutions (2015–2017), Partner at Televerse Media (2011–2015), and CFO/COO and predecessor roles at Affinion/CMG/Trilegiant (2001–2011) . He was appointed Chair of TSI’s Audit Committee effective December 9, 2024 and is an Independent Director under the 1940 Act .

Past Roles

External Roles

Board Governance

• Independence and leadership: Independent Director; Chair of the Audit Committee (effective Dec 9, 2024). Board chaired by Independent Chair Andrew Tarica; Patrick Haden serves as Independent Vice Chair .
• Committee assignments: Member of the Audit Committee and the Nominating & Governance Committee; Audit Committee Charter amended Sept 2024; Nominating & Governance Charter amended Dec 2024 .
• Audit Committee financial expertise: The Board determined that Rooney qualifies as an “audit committee financial expert” under SEC rules .
• Attendance and engagement: In FY2024, the Board met 5 times; Audit Committee met 4 times; Nominating & Governance met 2 times. Each incumbent nominee attended at least 75% of Board and applicable committee meetings .
• Shareholder meeting attendance: At the 2024 annual meeting (Sept 10, 2024), three Directors then in office were present .

Fixed Compensation

Notes:

• Prior schedule (Jan 1, 2022–Feb 29, 2024): Annual fee $17,000; joint meeting fee $1,000; supplemental retainers $6,600 (Board Chair), $4,400 (Audit Chair), $2,200 (N&G Chair) .

Performance Compensation

• No equity program disclosed for Directors at TSI; director pay is cash-based with meeting and role retainers and expense reimbursement. No RSUs/PSUs, option grants, or performance metrics are described for Directors in the proxy .
• Deferred compensation: TSI maintains a Deferred Compensation Plan for Independent Directors (unfunded; returns track selected TCW-advised funds). Directors may elect to defer fees; distributions generally paid as a lump sum equal to account value .

Other Directorships & Interlocks

• Independence safeguards: None of the Independent Director nominees (including Rooney) or their immediate families owned beneficially or of record any securities of the Advisor or its control affiliates as of June 30, 2025 (and similarly as of June 30, 2024), mitigating advisor-related conflicts .

Expertise & Qualifications

• CPA credential; extensive experience in financial reporting, internal controls, and compliance from CFO/COO roles .
• Designated “audit committee financial expert” by the Board (Reg S-K Item 407(d)) .
• Fund governance experience across the TCW fund complex, chairing multiple audit committees .

Equity Ownership

Additional notes:

• As a group, Directors and officers owned <1% of TSI as of Jul 31, 2024 and Jul 31, 2025 .

Insider Trades and Section 16 Compliance

• Section 16(a) compliance: For FY2024, all required ownership reports were timely filed, except delayed Form 3 filings submitted in 2025 for new directors King and Swell; no delinquencies noted for Rooney .
• We did not identify Form 4 transaction details for Rooney within the proxy materials; no insider transactions are disclosed in the DEF 14A .

Related-Party Exposure

• The proxy discloses independence from the Advisor for Independent Directors and no beneficial ownership in the Advisor by Independent Director nominees or their families (June 30, 2025 and June 30, 2024), limiting advisor-related conflicts .
• Rooney’s multiple audit-chair roles are concentrated within the same advisor’s fund complex; while common in fund governance, this concentration should be monitored for workload and ecosystem interlock risk .

Governance Assessment

• Strengths:
  • Deep finance and control background (CPA) and designated audit committee financial expert; appointed Audit Committee Chair effective Dec 9, 2024, enhancing financial oversight at TSI .
  • Active on both standing committees (Audit; Nominating & Governance); committee charters updated in late 2024, indicating governance refresh and role clarity .
  • Attendance: Each incumbent nominee met ≥75% meeting attendance in FY2024; Board/committee cadence appears robust (5 Board; 4 Audit; 2 N&G) .
  • Independence: No beneficial ownership of Advisor securities by Independent Director nominees or immediate families (2024 and 2025 snapshots) .
• Watch items / potential red flags:
  • No TSI share ownership (dollar range “None” and zero shares as of both record dates), which may reduce direct alignment despite significant exposure across the TCW fund family via deferred/other holdings .
  • Concentration of audit-chair responsibilities across multiple TCW-advised boards (time-commitment and ecosystem interlock risk), though common for fund complexes .
  • Low director attendance at the 2024 shareholder meeting (only three directors present), a broader board signal rather than Rooney-specific; continued monitoring of investor-facing engagement is warranted .