DEF 14A of BlackRock TCP Capital Corp., Apr 3, 2024

DEF 14A of BlackRock TCP Capital Corp.

Filed Apr 3, 20240000950170-24-041209

Open on EDGAR

  1. Proposal I. Election of Directors

    Proposal I. Election of Directors Pursuant to our certificate of incorporation and bylaws our Board of Directors may change the number of Directors constituting the Board of Directors, provided that the number thereof will never be less than two nor more than nine. We currently have six Directors on our Board of Directors, all of which are standing for election this year. Each has consented to being named in this Proxy Statement and agreed to serve if elected. If any Director is unavailable for re-election at the time of the Annual Meeting, the persons named as proxies will vote for such substitute nominee(s) as the Company’s Governance and Compensation Committee may select. It is not anticipated that any nominee will be unable or unwilling to serve. Each Director nominee elected at the Annual Meeting will serve until the later of the date of our 2025 Annual Meeting or until his or her successor is elected and qualifies, or until his or her earlier death, resignation, retirement or removal. A stockholder can vote for or withhold his or her vote from any nominee. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of the nominees named below. If a nominee should decline or be unable to serve as a Director, it is intended that the proxy will be voted for the election of such person as is nominated by the Board of Directors as a replacement. The Board of Directors has no reason to believe that any of the persons named below will be unable or unwilling to serve, and each such person has consented to being named in this Proxy Statement and to serve if elected. The Board of Directors recommends that you vote FOR the election of the nominees named in this Proxy Statement.

  2. INFORMATION ABOUT THE NOMINEES AND DIRECTORS

    INFORMATION ABOUT THE NOMINEES AND DIRECTORS Certain information with respect to the nominees for election at the Annual Meeting and the Directors is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds, and the year in which each person became a Director. The 1940 Act and the NASDAQ rules require that our Board of Directors consist of at least a majority of independent directors. Under the 1940 Act, in order for a Director to be deemed independent, he or she, among other things, generally must not: own, control or hold power to vote, 5% or more of the voting securities of, or control the Company or an investment advisor or principal underwriter to the Company; be an officer, director or employee of the Company or of an investment advisor or principal underwriter to the Company; be a member of the immediate family of any of the foregoing persons; knowingly have a direct or indirect beneficial interest in, or be designated as an executor, guardian or trustee of an interest in, any security issued by an investment advisor or principal underwriter to the Company or any parent company thereof; be a partner or employee of any firm that has acted as legal counsel to the Company or an investment advisor or principal underwriter to the Company during the last two years; or have certain relationships with a broker-dealer or other person that has engaged in agency transactions, principal transactions with, lent money or other property to, or distributed shares on behalf of, the Company. Under NASDAQ rules, in order for a Director to be deemed independent, the Company's Board of Directors must determine that the individual does not have a relationship that would interfere with the Director's exercise of independent judgment in carrying out his or her responsibilities. The Board of Directors, in connection with the 1940 Act and NASDAQ rules, as applicable, has considered the independence of members of the Board of Directors who are not employed by the Advisor and has concluded that John R. Baron, Eric J. Draut, Karen L. Leets, Andrea L. Petro, and Maureen K. Usifer (the "Independent Directors") are not "interested persons" as defined by the 1940 Act and therefore qualify as independent directors under the standards promulgated by the 1940 Act and the NASDAQ rules. In reaching this conclusion, the Board of Directors concluded that Mses. Leets, Petro and Usifer and Messrs. Baron and Draut had no relationships with the Advisor or any of its affiliates, other than their positions as Directors of the Company and other than, if applicable, investments in us or other private funds managed by the Advisor that are on the same terms as those of other stockholders and investors. Each Director nominee has been nominated for election as a Director to serve until the 2025 Annual Meeting of Stockholders of the Company, or until his or her successor is duly elected and qualifies. None of the Independent Directors has been proposed for election pursuant to any agreement or understanding with any other Director or the Company. The Company is party to an investment advisory agreement with the Advisor. Mr. Vig is employed by the Advisor. In addition, pursuant to the terms of an administration agreement, the Administrator provides, or arranges to provide, the Company with the office facilities and administrative services necessary to conduct our day-to-day operations. The Administrator is controlled by the Advisor and its affiliates.

  3. Biographical Information

    Biographical Information

  4. Biographical Information

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | Independent Director Nominees | | | | | | | John R. Baron 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1957 | Director; Audit Committee Member, Governance and Compensation Committee Member and Joint Transactions Committee Member | March 18, 2024; 2024 to present | Until its merger with and into a wholly-owned indirect subsidiary of the Company on March 18, 2024, Mr. Baron was a Director of BlackRock Capital Investment Corporation. Mr. Baron was the Managing Member of Crystal Ridge Partners, LP, a New Jersey based private equity firm. Prior to joining Crystal Ridge Partners, Mr. Baron was a Senior Partner of JP Morgan Partners, LP, a global private equity firm, and its predecessors. Prior to joining the private equity unit in 1995, Mr. Baron previously held senior management positions in banking and investment banking with JP Morgan and its predecessors. In addition to serving on the board of a number of not-for-profit organizations, Mr. Baron was the Managing Member for Crystal Ridge Partners. Mr. Baron continues as an owner of Big Rock Sports, a leading distributor | 1 BDC consisting of 1 Portfolio | None. |

  5. Biographical Information

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | | | | of hunting and fishing products in North America and served as a director of Big Rock Sports from 2000 to 2021. Mr. Baron is currently an owner and director of Rufus Aviation Fund/BIAero, an aerospace parts business and an owner and director of Data Metrics Technologies, LLC, a proprietary software application company that identifies, reads and cleanses data exported from disparate ERP systems and other data sources. From 2008 to 2019, Mr. Baron was a director of Bronco Manufacturing, a leading manufacturer of spare parts for oil and gas drillings rigs. | | | | Eric J. Draut 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1957 | Lead Independent Director, Audit Committee Member, Governance and Compensation Committee Member and Joint Transactions Committee Member | 2024; 2011 to present | From 2011 to present, Mr. Draut has been a Director, Chair or a Member of the Company's Audit Committee, a Member of the Governance and Compensation Committee and a Member of the Joint Transactions Committee. From 2021 to present, Mr. Draut has been a Director of BlackRock Direct Lending Corp., and from 2022 to present, Mr. Draut has been a Trustee of BlackRock Private Credit Fund. In 2021, Mr. Draut was appointed the Lead Independent Director. Since August 2022, Mr. Draut has served as a trustee of the ELCA Foundation. In February 2015, Mr. Draut was appointed to the Board of Thrivent Financial for Lutherans, a registered investment adviser and Fortune 500 Company, and is the Chair of the Audit Committee and serves on the Governance Committee of the Board. In February 2015, Mr. Draut was also appointed to the Board of Holy Family Ministries, operator of Holy Family School, where he served as the Interim Chief Executive Officer from 2017 to 2018 and currently serves as chair of the board. From 2008 to 2010 and again from 2014 to 2017, Mr. Draut was Chairman of the Board of Lutheran Social Services of Illinois. From 2012 to 2014, Mr. Draut was Executive Chairman and, in 2017, became chairman emeritus of the Board of Lutheran Social Services of Illinois. | 3 BDCs consisting of 3 Portfolios | None. | | Karen L. Leets 2951 28th Street, Suite 1000, Santa Monica, | Director, Audit Committee Member, Governance and Compensation Committee Member and Joint Transactions Committee Member | 2024; October 2022 to present | From October 2022 to present, Ms. Leets has been a Director and a Member of the Audit Committee, the Governance and Compensation Committee and the Joint Transactions Committee. From 2023 to present, Ms. Leets has been a Director of BlackRock Direct Lending Corp. From 2019 to present, she has served | 2 BDCs consisting of 2 Portfolios | None. |

  6. Biographical Information

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | California 90405 Year of birth: 1956 | | | as a Senior Vice President and Treasurer of Baxter International Inc. Ms. Leets previously served as Assistant Treasurer of Google LLC from 2017 to 2018. From 2013 to 2017, Ms. Leets was a Vice President and Treasurer of Kimberly-Clark Corporation. She holds a CPA license in the State of Illinois. | | | | Andrea L. Petro 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1952 | Director, Audit Committee Member, Governance and Compensation Committee Chair and Joint Transactions Committee Member | 2024; August 4, 2020 to present | From 2020 to present, Ms. Petro has been a Director and a Member of the Audit Committee, the Governance and Compensation Committee and the Joint Transactions Committee. From March 2024 to present, Ms. Petro has been Chair of the Governance and Compensation Committee. Ms. Petro has served as a Trustee of BlackRock Private Credit Fund. Ms. Petro is an independent consultant providing advice for lenders in the specialty commercial and consumer finance sectors. From October, 2023 to the present Ms. Petro has been a consultant for White Oak Healthcare finance. From July 2020 to present, Ms. Petro also serves as a Director of Ready Capital Corporation. From June 2018 to February 2020, Ms. Petro served as Managing Director and Group Head of the Specialty Commercial Finance Group of Waterfall Asset Management. Ms. Petro served as a consultant for Waterfall Asset Management from March 2020 through February 2023. Ms. Petro previously worked at Wells Fargo Capital Finance from December 2000 to December 2017 as the Executive Vice President and Group Head of the Lender Finance Division and Supply Chain Finance Division. Ms. Petro currently serves as a member of the MS Finance Advisory Board of the McCombs School of Business at the University of Texas at Austin. She also served as the President of the Commercial Finance Association from 2016 to 2017 and previously served as a member of the Secured Finance Foundation board of directors from 2000 to 2022. Ms. Petro holds a Master of Business Administration degree in finance from the McCombs School of Business at the University of Texas and a Bachelor of Arts degree with a concentration in Russian and Soviet Studies from Kent State University. Ms. Petro’s knowledge of financial and accounting matters qualifies her | 2 BDCs consisting of 2 Portfolios | None. |

  7. Biographical Information

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | | | | to serve as a member of the Company’s Audit Committee. | | | | Maureen K. Usifer 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1960 | Director; Audit Committee Chair; Governance and Compensation Committee Member and Joint Transactions Committee Member | 2024; 2024 to present | Until its merger with and into a wholly-owned indirect subsidiary of the Company on March 18, 2024, Ms. Usifer was a Director of BlackRock Capital Investment Corporation. Ms. Usifer is also a Director of BlackRock Direct Lending Corp. and a Trustee of BlackRock Private Credit Fund. From 2018 to present Ms. Usifer has served as a Director for PC Construction. Ms. Usifer was a member of the Green Mountain Care Board, a regulatory board appointed by the Governor in Vermont responsible for approving hospital budgets, insurance rates and capital projects, from 2017 to 2021. Ms. Usifer served as CFO of Seventh Generation Inc., a distributor of its brand of household and personal care products, from 2012 to 2016. From 1996 to 2012, Ms. Usifer served in various roles with Church & Dwight Co., Inc. (“Church & Dwight”), a major producer of baking soda and consumer products. Ms. Usifer served as Vice President of Investor Relations, Senior Finance Director, Divisional CFO and controller during her tenure at Church & Dwight. Ms. Usifer received an undergraduate degree in business from St. Michael’s College and an M.B.A. in Finance from Clarkson University. | 3 BDCs consisting of 3 Portfolios | Ms. Usifer currently serves as a Director of Liberty All Star Funds and serves as chair of the audit committee. | | Interested Director Nominee | | | | | | | Rajneesh Vig 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1971 | Chair of the Board of Directors and Chief Executive Officer | 2024; 2013 to present (Director; Chair of the Board since 2021); 2021 to present (Chief Executive Officer); 2012 to 2021 (President); 2013 to 2021 (Chief Operating Officer) | In 2012, Mr. Vig became President of the Company. In 2013, Mr. Vig became a Director and the Chief Operating Officer of the Company. In 2021, Mr. Vig became the Chief Executive Officer and Chair of the Board of Directors. From 2022 to present, Mr. Vig has been Chair of the Board of Trustees and Chief Executive Officer of BlackRock Private Credit Fund. Mr. Vig is also as an executive officer of other consolidated funds managed by the Advisor. From 2011 to 2018, Mr. Vig was a Managing Partner of the Advisor. From 2009 to 2010, he was a Partner of the Advisor. From 2006 to 2008, he was a Managing Director of the Advisor. He has served on the board of 36th Street Capital since 2015 and Edmentum since 2016, and on the Board of Trustees and was the Finance Committee Chair for | 2 BDC consisting of 2 Portfolio | None. |

  8. Biographical Information

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | | | | Connecticut College from 2020 until mid-year 2023. | | | | Officers Who Are Not Directors | | | | | | | Philip Tseng 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of Birth: 1976 | President | N/A; 2021 to present | Mr. Tseng is the President of the Company. From 2022 to present, he has also served as President of BlackRock Private Credit Fund. Mr. Tseng is also a member of BlackRock's Global Credit Platform. Mr. Tseng is Co-Head of U.S. Private Capital and is the Investment Committee Co-Chair for BlackRock's U.S. Private Capital business. Mr. Tseng is responsible for co-leading the platform, originating and executing investment opportunities, and maintaining relationships with key deal sources and intermediaries across the U.S.. Mr. Tseng is also Co-Chair of the Management Operating Committee for U.S. Private Capital and a member of the Private Credit Executive Committee for Global Credit. Prior to joining BlackRock, Mr. Tseng served on the Management Committee and was a Managing Partner at Tennenbaum Capital Partners ("TCP"). TCP managed more than $9 billion in committed capital and was acquired by BlackRock in 2018. In addition to managing the growth and build out of TCP's capital base, products, and investment processes, Mr. Tseng was responsible for sourcing, evaluating, structuring and executing private debt and equity investments. Prior to TCP, Mr. Tseng held roles in equity research and investment banking at Credit Suisse First Boston and Deutsche Banc Alex Brown. Mr. Tseng previously served as a Director on the Boards of First Advantage, ITC DeltaCom, Connexity Inc., and Anacomp, Inc. Mr. Tseng also served as a Director with the United States Tennis Association (USTA) Southern California and the California Science Center Foundation. Mr. Tseng currently serves as Chairman of AutoAlert. Mr. Tseng received his A.B. with honors in Economics from Harvard College and his M.B.A. from Harvard Business School. | N/A | N/A | | Erik L. Cuellar 2951 28th Street, Suite 1000, Santa Monica, | Chief Financial Officer, Treasurer | N/A; 2021 to present | From 2011, Mr. Cuellar has served as Controller of other funds managed by the Advisor and its affiliates. | N/A | N/A |

  9. Biographical Information

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | California 90405 Year of Birth: 1971 | | | | | | | Charles C. S. Park 50 Hudson Yards, New York, New York 10018 Year of birth: 1967 | Chief Compliance Officer | N/A; 2021 to present | Charles C.S. Park is Chief Compliance Officer of the Company and the Advisor. He also serves as Chief Compliance Officer of BlackRock Direct Lending Corp. and BlackRock Private Credit Fund, and formerly served as Chief Compliance Officer of BlackRock Capital Investment Corporation. Mr. Park is the Chief Compliance Officer to BlackRock's U.S. Mutual Funds (since 2014), Closed-End Funds (since 2014), and iShares Exchange-Traded Funds (since 2006) (the "Funds") and the Funds' registered investment advisers, the Advisor and BlackRock Fund Advisors. | N/A | N/A | | Laurence D. Paredes 50 Hudson Yards New York, New York 10018 Year of Birth: 1968 | Secretary | N/A; 2021 to present | Mr. Paredes is the Secretary of the Company. He also serves as the Secretary of BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Mr. Paredes formerly served as the Secretary of BlackRock Capital Investment Corporation. Mr. Paredes also serves as Private Debt Product Structuring & Fund Board Engagement Lead for BlackRock’s Global Private Debt Business & Product Strategy team. Mr. Paredes is responsible for focusing on the regulatory and legal complexities associated with product structuring, business strategy and client engagement towards the strategic expansion of BlackRock’s global debt product suite. Additionally, Mr. Paredes is responsible for ongoing governance and fund board engagement for the Global Private Debt platform and existing and future BDCs. Prior to joining BlackRock’s Global Private Debt Business & Product Strategy team, Mr. Paredes was a member of the BlackRock Legal & Compliance Department from 2008 to 2023, where he served as General Counsel to the Company, BlackRock Capital Investment Corporation, BlackRock Direct Lending Corp. and BlackRock Private Credit Fund, and also supported BlackRock’s U.S. registered funds business and BlackRock’s U.S. Wealth Advisory business. Mr. Paredes also served as General Counsel of BlackRock Kelso Capital Advisors LLC, as well as | N/A | N/A |

  10. Biographical Information

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | | | | General Counsel and Chief Compliance Officer of BlackRock Kelso Mezzanine Partners I, LLC and BKCA Mezzanine Advisors LLC. Prior to joining BlackRock in 2008, Mr. Paredes served as Senior Vice President, General Counsel and Corporate Secretary for Porter Novelli, Inc., an Omnicom Group Inc. agency. Before Porter Novelli, Inc., Mr. Paredes was with the law firms of Spitzer & Feldman P.C. and Beckman, Millman & Sanders LLP, where he practiced corporate, securities and investment management law. Mr. Paredes has previously served as a Trustee for the Rye Country Day School and the Frederick Gunn School. Mr. Paredes received a B.A. (Economics) from Hobart College and a J.D. from the Benjamin N. Cardozo School of Law. | | | | Nik Singhal 50 Hudson Yards New York, New York 10018 Year of birth: 1974 | Chief Operating Officer | N/A; 2024 to present | Mr. Singhal is the Chief Operating Officer of the Company. Mr. Singhal is also a Managing Director of BlackRock and also serves as Director and Chief Executive Officer of BlackRock Direct Lending Corp. Additionally, Mr. Singhal focuses on portfolio construction and management for various funds and is a member of the Investment Committees for direct lending funds managed by BlackRock. He was also previously the head of investor relations, President, and a member of the Investment Committee for BlackRock Capital Investment Corporation. Prior to moving to his current role at BlackRock in 2016, Mr. Singhal was a managing director in the Financial Markets Advisory Group within BlackRock Solutions, where he provided portfolio management and advisory services to clients with a focus on corporate debt, shipping loans, consumer and esoteric asset-backed securities. Prior to joining BlackRock in 2010, Mr. Singhal worked as a senior investment professional at HBK Capital Management in Dallas where he was responsible for originating and managing direct corporate loans and other opportunistic investments. He joined HBK in 2005. Prior to that, Mr. Singhal was a vice president in the Fixed Income Division of Lehman Brothers in New York responsible for structuring and managing principal transactions, primarily focusing on esoteric asset-backed securities and distressed | N/A | N/A |

  11. Biographical Information

    | Name, Address and Age | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | No. of BlackRock Advised BDCs Overseen | Other Public or Investment Company Directorships Held by Director* | | | | | corporate debt. He joined Lehman Brothers in 1998. Mr. Singhal earned a BS degree in Computer Science & Engineering from IIT Delhi in 1995 and an MBA degree from IIM Ahmedabad in 1998. | | |

  12. Biographical Information

    * Directorships disclosed under this column do not include directorships disclosed under the column “Principal Occupation(s) During Past Five Years.” † Mr. Vig is an “interested person” (as defined in the 1940 Act) of the Company by virtue of his current position with the Advisor. M. Freddie Reiss and Peter Schwab retired from the Board of Directors on March 18, 2024, in connection with the closing of the merger of BlackRock Capital Investment Corporation with and into an indirect wholly-owned subsidiary of the Company. Messrs. Reiss and Schwab have accepted appointments to serve as Advisory Directors to the Board of Directors until the 2025 Annual Meeting of Stockholders of the Company. The Board of Directors has adopted procedures for evaluating potential Director candidates against the knowledge, experience, skills, expertise and diversity that it believes are necessary and desirable for such candidates. The Board of Directors believes that each Director satisfied, at the time he or she was initially elected or appointed a Director, and continues to satisfy, the standards contemplated by such procedures. In addition to such procedures, the Board of Directors has adopted requirements that (1) no Director serve concurrently as a director of more than six public companies, for which directorships on companies in a family of funds will count as a single directorship and (2) Directors be subject to a mandatory retirement age of 75, which mandatory retirement age may be waived by a majority vote of the Board of Directors. Furthermore, in determining that a particular Director was and continues to be qualified to serve as a Director, the Board of Directors has considered a variety of criteria, none of which, in isolation, was controlling. The Board of Directors believes that, collectively, the Directors have balanced and diverse experience, skills, attributes and qualifications, which allow the Board of Directors to operate effectively in governing the Company and protecting the interests of stockholders. Among the attributes common to all Directors are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Advisor and other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties as Directors. Each Director's ability to perform his or her duties effectively is evidenced by his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a member of the Board of Directors, other investment companies, public companies, or non-profit entities or other organizations; ongoing commitment and participation in Board of Directors and committee meetings, as well as his or her leadership of standing committees; or other relevant life experiences. Information about the specific experience, skills, attributes and qualifications of each Director, which in each case led to the Board of Director's conclusion that the Director should serve as a Director of the Company, is provided below.

  13. Interested Directors

    Interested Directors Rajneesh Vig: Mr. Vig is the Chief Executive Officer and Chair of the Board of the Company. Mr. Vig also serves as Chief Executive Officer and Chair of the BlackRock Private Credit Fund. Prior to joining BlackRock in 2018, Mr. Vig was a Managing Partner of the Advisor since 2011 where he was also Chair of the Investment Committee and a member of the Management Committee. From 2009 to 2010, he was a Partner of the Advisor. From 2006 to 2008, he was a Managing Director of the Advisor. Prior to joining the Advisor, Mr. Vig worked for Deutsche Bank in New York as a member of the bank's Principal Finance Group. Prior to that, Mr. Vig was a Director in the Technology Investment Banking group in San Francisco where he advised a broad range of growth and large cap technology companies on merger, acquisition and public/private financing transactions. Prior to his time at Deutsche Bank, Mr. Vig was a Manager in Price Waterhouse's Shareholder Value Consulting group, and he began his career in Arthur Andersen's Financial Markets/Advisory group. He currently serves on the board of 36th Street Capital and Edmentum, and on the Board of Trustees and as the Finance Committee Chair for Connecticut College. He received a B.A. with highest honors in Economics and Political Science from Connecticut College and an M.B.A. in Finance from New York University. Mr. Vig's current service as Chief Executive Officer of the Company and executive officer of other consolidated funds managed by the Advisor provides him with a specific understanding of the Company, its operation, and the business and regulatory issues facing the Company. The Board of Directors benefits from Mr. Vig's experience in accounting, finance and consulting as well as his position with the Advisor.

  14. Independent Directors

    Independent Directors John R. Baron: Since March 2024, Mr. Baron has been a Director of the Company and is a member of the Company’s Audit Committee, member of the Governance and Compensation Committee and a member of the Joint Transactions Committee. Until its merger with and into a wholly-owned indirect subsidiary of the Company on March 18, 2024, Mr. Baron was a Director of BlackRock Capital Investment Corporation. Mr. Baron was the Managing Member of Crystal Ridge Partners, LP, a New Jersey based private equity firm. Prior to joining Crystal Ridge Partners, Mr. Baron was a Senior Partner of JP Morgan Partners, LP, a global private equity firm, and its predecessors. Prior to joining the private equity unit in 1995, Mr. Baron previously held senior management positions in banking and investment banking with JP Morgan and its predecessors. In addition to serving on the board of a number of not-for-profit organizations, Mr. Baron was the Managing Member for Crystal Ridge Partners. Mr. Baron continues as an owner of Big Rock Sports, a leading distributor of hunting and fishing products in North America and served as a director of Big Rock Sports from 2000 to 2021. Mr. Baron is currently an owner and director of Rufus Aviation Fund/BIAero, an aerospace parts business and an owner and director of Data Metrics Technologies, LLC, a proprietary software application company that identifies, reads and cleanses data exported from disparate ERP systems and other data sources. From 2008 to 2019, Mr. Baron was a director of Bronco Manufacturing, a leading manufacturer of spare parts for oil and gas drillings rigs. Eric J. Draut: Mr. Draut is Lead Independent Director, a member of the Company’s Audit Committee, member of the Governance and Compensation Committee and a member of the Joint Transactions Committee. Mr. Draut also serves as a Director of BlackRock Direct Lending Corp. and a Trustee of BlackRock Private Credit Fund. The Company’s Board of Directors benefits from Mr. Draut’s nearly 30-year career in accounting and finance. Mr. Draut completed a 20-year career at Kemper Corporation (formerly Unitrin, Inc.) in 2010, serving the last nine years as Executive Vice President, Chief Financial Officer and a member of its board of directors. Mr. Draut also held positions at Kemper Corporation as Group Executive, Treasurer and Corporate Controller. Prior to joining Kemper Corporation, Mr. Draut was Assistant Corporate Controller at Duchossois Industries, Inc. and at AM International, Inc. Mr. Draut began his career at Coopers and Lybrand (now PricewaterhouseCoopers LLP). Mr. Draut is a Certified Public Accountant, received an M.B.A. in finance and operations from J.L. Kellogg Graduate School of Management at Northwestern University and a B.S. in accountancy from the University of Illinois at Urbana-Champaign, graduating with High Honors. Until September 2013 Mr. Draut served as a Director and Chairman of the audit committee of Intermec. In February 2015, Mr. Draut was appointed to the Board of Thrivent Financial for Lutherans, a registered investment adviser and Fortune 500 Company, and is the Chair of the Audit Committee and serves on the Governance Committee of the Board. In February 2015 Mr. Draut was also appointed to the Board of Holy Family Ministries, operator of Holy Family School, where he served as the Interim Chief Executive Officer from 2017 to 2018 and currently serves as chair of the board. Since August 2022, Mr. Draut has served as a trustee of the ELCA Foundation. Mr. Draut volunteers with Lutheran Social Services of Illinois where he currently serves as chairman emeritus of the Board of Directors and recently served as Executive Chairman of its Board of Directors. Mr. Draut is also a National Association of Corporate Directors Fellow. Mr. Draut’s knowledge of financial and accounting matters, and his independence from the Company and the Advisor, qualifies him to serve as a member of the Company’s Audit Committee. Karen L. Leets: From October 2022 to present, Ms. Leets has been a Director and member of the Company’s Governance and Compensation Committee, member of the Audit Committee and a member of the Joint Transactions Committee. Ms. Leets also serves as a Director of BlackRock Direct Lending Corp. From 2019 to present, Ms. Leets has served as a Senior Vice President and Treasurer of Baxter International Inc. Ms. Leets previously served as Assistant Treasurer of Google LLC from 2017 to 2018. From 2013 to 2017, Ms. Leets was a Vice President and Treasurer of Kimberly-Clark Corporation. Prior to joining Kimberly-Clark, Ms. Leets worked in treasury roles at McDonald’s Corporation and USG Corporation. Ms. Leets began her career as a public accountant at Coopers & Lybrand (now PricewaterhouseCoopers LLP), where she worked for eight years. Ms. Leets is a Certified Public Accountant in Illinois and earned a B.S. in Accounting and an MBA from Indiana State University Scott School of Business. Ms. Leets’ knowledge of financial and accounting matters qualifies her to serve as a member of the Company’s Audit Committee. Andrea L. Petro: Ms. Petro is a Director and Chair of the Company’s Governance and Compensation Committee, member of the Audit Committee and a member of the Joint Transactions Committee. Ms. Petro also serves as a Trustee of BlackRock Private Credit Fund. Ms. Petro is an independent consultant providing advice for lenders in the specialty commercial and consumer finance sectors. From October, 2023 to the present Ms. Petro has been a consultant for White Oak Healthcare Finance. From July 2020 to present, Ms. Petro has served as a Director of Ready Capital Corporation. She served as Managing Director and Group Head of the Specialty Commercial Finance Group of Waterfall Asset Management from June 2018 through February 2020. Ms. Petro served as a consultant for Waterfall Asset Management from March 2020 through February 2023. Ms. Petro previously worked at Wells Fargo Capital Finance from December 2000 to December 2017 as the Executive Vice President and Group Head of the Lender Finance Division and Supply Chain Finance Division. Ms. Petro currently serves as a member of the MS Finance Advisory Board of the McCombs School of Business at the University of Texas at Austin. She also served as the President of the Commercial Finance Association from 2016 to 2017 and previously served as a member of the Secured Finance Foundation board of directors from 2000 to 2022. Ms. Petro holds a Master of Business Administration degree in finance from the McCombs School of Business at the University of Texas and a Bachelor of Arts degree with a concentration in Russian and Soviet Studies from Kent State University. Ms. Petro’s knowledge of financial and accounting matters qualifies her to serve as a member of the Company’s Audit Committee.

  15. Independent Directors

    Maureen K. Usifer: Since March 2024, Ms. Usifer has been a Director of the Company, Chair of the Audit Committee, member of the Governance and Compensation Committee and a member of the Joint Transactions Committee. Ms. Usifer also serves as an Independent Trustee of BlackRock Private Credit Fund and a Director of BlackRock Direct Lending Corp. Until its merger with and into a wholly-owned indirect subsidiary of the Company on March 18, 2024, Ms. Usifer was a Director of BlackRock Capital Investment Corporation. Since 2018, Ms. Usifer has served as a Director for PC Construction. Ms. Usifer was a member of the Green Mountain Care Board, a regulatory board appointed by the Governor in Vermont responsible for approving hospital budgets, insurance rates and capital projects, from 2017 to 2021. Ms. Usifer served as CFO of Seventh Generation Inc., a distributor of its brand of household and personal care products, from 2012 to 2016. From 1996 to 2012, Ms. Usifer served in various roles with Church & Dwight, a major producer of baking soda and consumer products. Ms. Usifer served as Vice President of Investor Relations, Senior Finance Director, Divisional CFO and controller during her tenure at Church & Dwight. Ms. Usifer received an undergraduate degree in business from St. Michael’s College and an M.B.A. in Finance from Clarkson University.

  16. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The following table shows information regarding the compensation earned or actually received by the Company’s directors, none of whom is an employee of the Company, for service as a director for the fiscal year ended December 31, 2023. No compensation is paid by the Company to interested directors.

  17. COMPENSATION OF DIRECTORS

    | | Fees Earned or Paid | | | | in Cash(1) (2) | Total | | Interested Directors: | | | | Rajneesh Vig | — | — | | Independent Directors: | | | | Eric J. Draut | $229,500 | $229,500 | | Karen L. Leets | $208,500 | $208,500 | | Andrea L. Petro | $214,500 | $208,500 | | M. Freddie Reiss(3) | $224,500 | $224,500 | | Peter E. Schwab(3) | $217,500 | $217,500 | | John R. Baron(4) | — | — | | Maureen K. Usifer(4) | — | — |

  18. COMPENSATION OF DIRECTORS

    (1) For a discussion of the Independent Directors’ compensation, see below. (2) The Company does not maintain a stock or option plan, non-equity incentive plan or pension plan for its directors. (3) Messrs. Reiss and Schwab retired from the Board on March 18, 2024. (4) Mr. Baron and Ms. Usifer were appointed to the Board on March 18, 2024. The Company is authorized to pay each Independent Director the following amounts for serving as a Director: (i) $110,000 a year; (ii) $5,000 for each meeting of the Board of Directors or a committee thereof attended physically or virtually by Webex by such Director; (iii) $5,000 for each regular meeting of the Board of Directors or a committee thereof attended via telephone by such Director; and (iv) $1,000 for each special meeting of the Board of Directors or a committee thereof attended via telephone by such Director. The Lead Independent Director receives $20,000 per year. The Chair of the Audit Committee receives $15,000 per year and the Chair of the Governance and Compensation Committee receives $5,000 per year. Each Director is also entitled to reimbursement for all out-of-pocket expenses of such person in attending each meeting of the Board of Directors and any committee thereof.