Victoria Rogers

About Victoria Rogers

Victoria B. Rogers (born 1961) is an Independent Director of TSI, serving since 2011. She is President and Chief Executive Officer of The Rose Hills Foundation and has substantial experience in taxes, accounting, non-profit organizations, and foundation management from prior roles at Deloitte, Security Pacific Bank, and The Whittier Trust Company. She has been designated an “audit committee financial expert” under Item 407(d) of Regulation S-K, and has held leadership roles on board committees over time .

Past Roles

External Roles

Board Governance

• Independence: Classified as an Independent Director; Audit Committee members (including Ms. Rogers) are independent under NYSE standards .
• Committee expertise: Designated “audit committee financial expert” by the Board .
• Committee roles (timeline):
  • Nominating & Governance Committee member; the committee held two meetings in FY2023; all members independent .
  • Chair, Nominating & Governance Committee (historically, multiple years) .
  • Chair, Audit Committee (2024 proxy) ; by 2025, Audit Committee chair role transitioned to Robert G. Rooney, CPA .
• Other standing committees historically include Audit, Executive, Nominating & Governance, and Valuation (Board oversight structure) .
• Shareholder meeting attendance: At the 2022 annual meeting, all six directors attended; at the 2023 meeting, five directors attended. The company typically expects some director presence though no formal policy exists .

Fixed Compensation

• Director fee structure:
  • Jan 1, 2022–Feb 29, 2024: $17,000 annual fee; $1,000 joint meeting fee; $250 telephonic; supplemental retainers: Board Chair $6,600; Audit Chair $4,400; Nominating & Governance Chair $2,200 .
  • Effective Mar 1, 2024: $12,500 annual fee; $500 joint meeting fee; $250 telephonic; supplemental retainers: Board Chair $4,500; Board Vice Chair $3,000; Audit Chair $750; Nominating & Governance Chair $750 .
• Annual compensation received (Company and Fund Complex):

Notes:

• Directors employed by the Advisor or affiliates receive no compensation from the Company; independent directors are reimbursed for travel/out-of-pocket expenses .

Performance Compensation

• No performance-based bonuses, stock awards (RSUs/PSUs), options, or incentive metrics for directors are disclosed; compensation is cash-based (retainers and meeting fees). Directors may participate in deferred compensation plans that provide economic exposure to the fund complex, but no TSI equity awards or performance metrics are specified for directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert designation; financially literate per NYSE audit committee requirements .
• Technical experience across taxes, accounting, and foundation management; leadership of large non-profits; prior financial-sector employment .
• Board qualification process emphasizes experience, education, policy-making functions, ability to evaluate service providers, and time commitment; annual self-assessment overseen by N&G .

Equity Ownership

• Beneficial share ownership (exact counts at record dates):

• Dollar range of equity in TSI and in the family of investment companies:

Additional alignment notes:

• Directors and immediate family did not hold securities in the Advisor or non-registered affiliates as of the stated dates, supporting independence .
• No pledging or hedging of TSI stock is disclosed; no options or derivative positions for Ms. Rogers are reported in the proxies .

Governance Assessment

• Board effectiveness: Rogers brings audit literacy and is designated an audit committee financial expert, strengthening financial oversight. Her leadership roles across N&G and Audit indicate deep engagement in governance and risk/controls .
• Committee workload and attendance signals: N&G held two meetings in FY2023; Audit Committee historically met four times in prior years—routine cadence consistent with closed-end fund oversight. Shareholder meeting attendance has been strong historically (all directors in 2022; five in 2023) .
• Compensation structure: Pure cash retainer/meeting fees without equity or performance pay; supplemental chair retainers significantly reduced effective March 1, 2024, suggesting cost discipline and limiting potential overpayment risk. Total compensation from the fund complex rose over time but remains aligned with industry norms for multi-fund boards .
• Ownership alignment: Consistent personal investment (16,200 shares, $50k–$100k range) with less than 1% of shares outstanding—modest alignment but typical for fund directors; lack of pledging/hedging reduces misalignment risk .
• Independence/conflicts: Independence affirmed; neither Ms. Rogers nor immediate family held Advisor/affiliate securities in multiple years, and no related-party transactions involving her are disclosed. Cross-directorships across TCW complexes are common and disclosed; the audit and governance charters and independence determinations mitigate perceived interlocks .
• Leadership transition: Audit Committee chair rotated from Rogers (2024) to Rooney (2025), maintaining audit oversight continuity with a CPA chair while preserving Rogers’ financial expertise on the Board .

RED FLAGS

• None disclosed for Ms. Rogers: no related-party transactions, loans, or consulting arrangements; no equity award repricing or tax gross-ups; no pledging/hedging reported. Note that cross-board service within Advisor-related fund complexes is structurally common but warrants ongoing independence vigilance; independence is repeatedly affirmed in proxies .

Skipped items (not disclosed/applicable)

• Performance-based director compensation metrics, RSU/PSU grants, options and vesting schedules; severance/CoC terms; clawbacks; say-on-pay; director-specific board meeting attendance rates; consultant usage specific to director compensation (N&G reviews director pay; no consultant details disclosed) .