DEF 14A of BlackRock TCP Capital Corp.
Filed Apr 2, 20250001133228-25-003369
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| Check the appropriate box: | | | ☐ | Preliminary Proxy Statement | | ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | ☒ | Definitive Proxy Statement | | ☐ | Definitive Additional Materials | | ☐ | Soliciting Material Pursuant to §240.14a-12 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
BLACKROCK TCP CAPITAL CORP. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| Payment of Filing Fee (Check the appropriate box): | | | ☒ | No fee required. | | ☐ | Fee paid previously with preliminary materials. | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-1 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Santa Monica, California 90405 April 2, 2025 Dear Stockholder: You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of BlackRock TCP Capital Corp., a Delaware corporation (the “Company”), to be held on May 22, 2025, at 9:00 a.m., Pacific Time, to consider and vote on the proposals discussed in the enclosed proxy statement. The Annual Meeting will be held in a virtual meeting format only. Stockholders will not have to travel to attend the Annual Meeting but will be able to view the Annual Meeting live and cast their votes by accessing a web link. To participate in the Annual Meeting please follow the directions in the notice of Annual Meeting and proxy statement accompanying this letter and use the following link: meetnow.global/M4N5VLR. The notice of Annual Meeting and proxy statement accompanying this letter provide an outline of the business to be conducted at the meeting. At the Annual Meeting you will be asked to elect all six Director nominees to the Board of Directors of the Company and to consider and vote on a proposal to authorize the Company, with approval of its Board of Directors, to sell shares of the Company’s common stock at a price or prices below its then current net asset value per share in one or more offerings (for up to the next 12 months), subject to certain limitations set forth in the proxy statement (including, without limitation, that the number of shares sold on any given date does not exceed 25% of the Company’s then outstanding common stock immediately prior to such sale). It is important that you be represented at the Annual Meeting. Please complete, sign, date and return your proxy card to us in the enclosed, postage-prepaid envelope at your earliest convenience, even if you plan to attend the Annual Meeting. If you prefer, you can authorize your proxy through the Internet or by telephone as described in the proxy statement and on the enclosed proxy card. If you attend the Annual Meeting, you may revoke your proxy prior to its exercise and vote virtually at the Annual Meeting. Your vote is very important to us. I urge you to submit your proxy as soon as possible. If you have any questions about the proposals to be voted on or the virtual meeting, please call Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at 1-855-372-7798. Further, from time to time we may repurchase a portion of our common shares and are notifying you of this ability as required by applicable securities law. Sincerely yours, /s/ Philip Tseng Philip Tseng Chair of the Board of Directors and Santa Monica, California 90405 (310) 566-1003 NOTICE OF ANNUAL MEETING TO BE HELD ON May 22, 2025 To the Stockholders of BlackRock TCP Capital Corp.: The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of BlackRock TCP Capital Corp., a Delaware corporation (the “Company”) will be held on May 22, 2025, at 9:00 a.m. Pacific Time, for the following purposes: 1. To elect all six Director nominees to the Board of Directors of the Company to serve until the 2025 Annual Meeting of Stockholders of the Company, or until his or her successor is duly elected and qualifies; 2. To consider and vote on a proposal to authorize the Company, with approval of its Board of Directors, to sell shares of the Company’s common stock at a price or prices below its then current net asset value per share in one or more offerings (for up to the next 12 months), subject to certain limitations set forth in the proxy statement (including, without limitation, that the number of shares sold on any given date does not exceed 25% of the Company’s then outstanding common stock immediately prior to such sale); and 3. To transact such other business as may properly come before the Annual Meeting and any adjournments, postponements or delays thereof. Stockholders will not have to travel to attend the Annual Meeting but will be able to view the Annual Meeting live and cast their votes by accessing a web link. You will not be able to attend the Annual Meeting in person. To attend the Annual Meeting please follow the directions below and use the following link: meetnow.global/M4N5VLR You have received this proxy statement because you were a stockholder of record of the Company on March 26, 2025 (the “Record Date”). Please be certain to vote by telephone or via the Internet or sign, date and return the proxy card you received from us. Your vote is important. Attendance at the Annual Meeting will be limited to the Company’s stockholders as of the Record Date. If your shares in the Company are registered in your name, you may attend and participate in the Annual Meeting at meetnow.global/M4N5VLR by entering the control number found in the shaded box on your proxy card on the date and time of the Annual Meeting. You may vote during the Annual Meeting by following the instructions that will be available on the Annual Meeting website during the Annual Meeting. If you are a beneficial stockholder of the Company (that is if you hold your Company shares through a bank, broker, financial intermediary or other nominee) and want to attend the Annual Meeting you must register in advance of the Annual Meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Company holdings along with your name and email address to Georgeson LLC, the Company’s tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern time) three business days prior to the Annual Meeting date. You will receive a confirmation email from Georgeson LLC of your registration and a control number and security code that will allow you to vote at the Annual Meeting. We encourage you to carefully review the enclosed materials, which explains the proposals in more detail. As a stockholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the Annual Meeting. You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form:
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| • | By touch-tone telephone; |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| • | By Internet; |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| • | By signing, dating and returning the enclosed proxy card or voting instruction form in the postage-paid envelope; or |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| • | By participating at the Annual Meeting as described above. |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
If you do not vote using one of these methods, you may be called by Georgeson LLC, the Company’s proxy solicitor, to vote your shares. You have the right to receive notice of and to vote at the Annual Meeting if you were a stockholder of record at the close of business on March 26, 2025. Please complete, sign, date and return your proxy card to us in the enclosed, postage-prepaid envelope at your earliest convenience, even if you plan to attend the Annual Meeting. If you prefer, you can authorize your proxy through the Internet or by telephone as described in the proxy statement and on the enclosed proxy card. If you attend the meeting, you may revoke your proxy prior to its exercise and vote virtually at the meeting. In the event that there are not sufficient stockholders present for a quorum, the Annual Meeting may be adjourned from time to time, in the manner provided in our bylaws, until a quorum will be present or represented. If you have any questions about the proposals to be voted on or the virtual meeting, please call Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at 1-855-372-7798. By Order of the Board of Directors, /s/ Philip Tseng Chair of the Board of Directors and Chief Executive Officer Santa Monica, California This is an important meeting. To ensure proper representation at the Annual Meeting, please complete, sign, date and return the proxy card in the enclosed, postage-prepaid envelope, or authorize a proxy to vote your shares by telephone or through the Internet. Even if you authorize a proxy prior to the Annual Meeting, you still may attend the Annual Meeting, revoke your proxy, and vote your shares virtually.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| YOUR VOTE IS IMPORTANT. | | PLEASE VOTE PROMPTLY FOLLOW THE DIRECTIONS ON YOUR ENCLOSED PROXY CARD TO RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET, OR SIGN AND RETURN THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM, NO MATTER HOW MANY SHARES YOU OWN. | | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2025. | | THE PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT: https://www.proxy-direct.com/blk-34427 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Santa Monica, California 90405 (310) 566-1003 PROXY STATEMENT 2025 Annual Meeting of Stockholders This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors”) of BlackRock TCP Capital Corp., a Delaware corporation (the “Company”), for use at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company to be held on May 22, 2025, at 9:00 a.m. Pacific Time, and at any postponements, adjournments or delays thereof. Stockholders will not have to travel to attend the Annual Meeting but will be able to view the Annual Meeting live and cast their votes by accessing a web link. However, stockholders will have the same rights in the virtual meeting as they would in in-person meetings. To attend the Annual Meeting please follow the directions below and use the following link: meetnow.global/M4N5VLR. We encourage you to access the Annual Meeting prior to the start time. The live webcast and listen-only conference call will begin promptly at 9:00 a.m. Pacific Time. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. You will not be able to attend the Annual Meeting in person. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to dial-in to the conference call or log in and ensure that they can hear audio prior to the start of the Annual Meeting. If you want to submit a question during the Meeting, log into the live webcast at meetnow.global/M4N5VLR, click on the “Q&A” icon at the top right of your screen, type a question or comment in the free form section and click “Send” to submit your question If your shares in the Company are registered in your name, you may attend and participate in the Annual Meeting at meetnow.global/M4N5VLR by entering the control number found in the shaded box on your proxy card on the date and time of the Annual Meeting. You may vote during the Annual Meeting by following the instructions that will be available on the Annual Meeting website during the Annual Meeting. If you are a beneficial stockholder of the Company (that is if you hold your Company shares through a bank, broker, financial intermediary or other nominee) and want to attend the Annual Meeting you must register in advance of the Annual Meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Company holdings along with your name and email address to Georgeson LLC, the Company’s tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern time) three business days prior to the Annual Meeting date. You will receive a confirmation email from Georgeson LLC of your registration and a control number and security code that will allow you to vote at the Annual Meeting. This Proxy Statement, the accompanying proxy card and the Company’s Annual Report for the fiscal year ended December 31, 2024 are first being sent to stockholders on or about April 9, 2025. It is important that every stockholder authorize a proxy so that we can achieve a quorum and hold the Annual Meeting. The presence at the Annual Meeting, in person via webcast or by proxy, of holders of not less than one-third of the Company’s shares issued and outstanding and entitled to vote at the meeting will constitute a quorum for the transaction of business. If a quorum is not met, then we will be required to adjourn the meeting and incur additional expenses to continue to solicit additional votes. We have engaged a proxy solicitor, who may call you and ask you to vote your shares. The proxy solicitor will not attempt to influence how you vote your shares, but only ask that you take the time to cast a vote. You may also be asked if you would like to authorize your proxy over the telephone and to have your voting instructions transmitted to our proxy tabulation firm. We encourage you to vote, either by voting virtually at the Annual Meeting or by granting a proxy (i.e., authorizing someone to vote your shares). If you properly sign and date the accompanying proxy card or authorize a proxy to vote your shares by telephone or through the Internet, and we receive it in time for the Annual Meeting, the persons named as proxies will vote the shares registered directly in your name in the manner that you specified. If you properly execute the proxy card and give no instructions on the proxy card, the shares covered by the proxy card will be voted FOR the election of the nominees as Directors and FOR the proposal to authorize the Company, with the approval of its Board of Directors, to sell its common shares at a price or prices below the Company’s then current net asset value per share in one or more offerings (for up to the next 12 months), subject to certain limitations set forth herein (including, without limitation, that the number of shares sold on any given date does not exceed 25% of the Company’s then outstanding common stock immediately prior to such sale). If you are a stockholder “of record” (i.e., you hold shares directly in your name), you may revoke a proxy at any time before it is exercised by notifying the Company’s Chief Compliance Officer in writing, by submitting a properly executed, later-dated proxy, or by voting virtually at the Annual Meeting. Any stockholder of record attending the Annual Meeting may vote virtually whether or not he or she has previously authorized a proxy. If your shares are held for your account by a broker, trustee, bank or other institution or nominee, you may vote such shares at the Annual Meeting only if you have a legal proxy and present it at the Annual Meeting. If your shares are registered in the name of a bank or brokerage firm, you may be eligible to vote your shares electronically via the Internet or by telephone. For information on how to obtain directions to attend the Annual Meeting via webcast, please contact Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at 1-855-372-7798. You will not be able to attend the Annual Meeting in person. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON May 22, 2025 The following materials relating to this Proxy Statement are available at https://www.proxy-direct.com/blk-34427:
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| • | this Proxy Statement; |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| • | the accompanying Notice of Annual Meeting; and |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| • | the Company’s Annual Report for the fiscal year ended December 31, 2024. |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Purpose of Annual Meeting The Annual Meeting has been called for the following purposes: 1. To elect all six Director nominees to the Board of Directors of the Company to serve until the 2026 Annual Meeting of Stockholders of the Company, or until his or her successor is duly elected and qualifies; 2. To consider and vote on a proposal to authorize the Company, with approval of its Board of Directors, to sell shares of the Company’s common stock at a price or prices below its then current net asset value per share in one or more offerings (for up to the next 12 months), subject to certain limitations set forth herein (including, without limitation, that the number of shares sold on any given date does not exceed 25% of the Company’s then outstanding common stock immediately prior to such sale); and 3. To transact such other business as may properly come before the Annual Meeting and any adjournments, postponements or delays thereof. Voting Securities You may vote your shares at the Annual Meeting only if you were a stockholder of record at the close of business on March 26, 2025 (the “Record Date”). At the close of business on the Record Date, the Company had 85,077,297 common shares outstanding. Each share is entitled to one vote. Quorum Required The holders of not less than one-third of the Company’s shares issued and outstanding and entitled to vote at the Annual Meeting, present in person via webcast or represented by proxy, will constitute a quorum at the Annual Meeting for the transaction of business. If a quorum is not met, then we will be required to adjourn the meeting and incur additional expenses to continue to solicit additional votes. Shares that are present at the Annual Meeting, but then abstain, including by reason of so called “broker non-votes,” will be treated as present for purposes of establishing a quorum. However, abstentions and “broker non-votes” on a matter are not treated as votes cast on such matter. A broker non-vote with respect to a matter occurs when a nominee holding shares for a beneficial owner is present at the meeting with respect to such shares, has not received voting instructions from the beneficial owner on the matter in question and does not have, or chooses not to exercise, discretionary authority to vote the shares on such matter. Vote Required Proposal I. Election of Directors. The election of a Director requires the affirmative vote of a plurality of the Company’s shares entitled to vote represented in person via webcast or by proxy at the Annual Meeting so long as a quorum is present. If you vote to “Withhold Authority” with respect to a nominee, your shares will not be voted with respect to the person indicated. Because the Company requires a plurality of votes to elect each such Director, withheld votes and broker non-votes, if any, will not have an effect on the outcome of this Proposal. Proposal II. To Authorize the Company to Sell Its Common Shares at a Price or Prices below the Company’s Then Current Net Asset Value per Share in One or More Offerings (For up to the Next 12 Months). Approval of this proposal may be obtained by the affirmative vote of (i) a majority of the outstanding common shares entitled to vote at the Annual Meeting; and (ii) a majority of the outstanding common shares entitled to vote at the Annual Meeting that are not held by affiliated persons of the Company. The Investment Company Act of 1940, or 1940 Act, defines “a majority of the outstanding shares” as: (i) 67% or more of the voting securities present at a meeting if the holders of more than 50% of the outstanding voting securities of such company are present or represented by proxy; or (ii) 50% of the outstanding voting securities of a company, whichever is less. Proposal II will also be approved if we receive approval from a majority of the number of beneficial holders of our common stock entitled to vote at the Annual Meeting, without regard to whether a majority of our shares of common stock are voted in favor of the proposal. Abstentions and broker non-votes on Proposal II will have the same effect as votes against the proposal. Adjournment. The Annual Meeting may be adjourned from time to time pursuant to our bylaws. If a quorum is not present or represented at the Annual Meeting or if the chair of the Annual Meeting believes it is in the best interests of the Company, the chair of the Annual Meeting has the power to adjourn the meeting from time to time, in the manner provided in our bylaws, until a quorum will be present or represented or to provide additional time to solicit votes for one or more proposals. Information Regarding This Solicitation The Company will bear all costs and expenses related to the solicitation of proxies for the Annual Meeting, including the cost of preparing, printing and mailing this Proxy Statement, the accompanying Notice of Annual Meeting and proxy cards. Such costs and expenses are estimated to be approximately $516,000. If brokers, nominees, fiduciaries and other persons holding shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to and obtain proxies from such beneficial owners, we will reimburse such persons for their reasonable expenses in so doing. In addition to the solicitation of proxies by the use of the mail, proxies may be solicited in person and by telephone or facsimile transmission by directors, officers or employees of the Company, Tennenbaum Capital Partners, LLC, which is the Company’s investment adviser (the “Advisor”), and/or Series H of SVOF/MM, LLC, which is the Company’s administrator (the “Administrator”). The Advisor and the Administrator are located at 2951 28th Street, Suite 1000, Santa Monica, California 90405. No additional compensation will be paid to directors, officers, regular employees, the Advisor or the Administrator for such services. The Company intends to use the services of Georgeson LLC, to assist in the solicitation of proxies and expects to pay market rates for such services, with an estimated base fee not to exceed $8,000 plus estimated additional fees and expenses that may cause the Company to pay Georgeson LLC, approximately $156,000 in total fees and expenses based on the prior year combined proxy solicitation costs for the annual and special meetings. Stockholders may provide their voting instructions by telephone or through the Internet. These options require stockholders to input the control number which is located on each proxy card. After inputting this number, stockholders will be prompted to provide their voting instructions. Stockholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call or Internet link. Stockholders who authorize a proxy via the Internet will be able to confirm their voting instructions prior to submission. Any proxy given pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. Any such notice of revocation should be provided in writing and signed by the stockholder in the same manner as the proxy being revoked and delivered to our proxy tabulator. Security Ownership of Certain Beneficial Owners and Management As of March 26, 2025, there were no persons that owned more than 25% of our outstanding voting securities, and no person would be presumed to control us, as such term is defined in the 1940 Act. Our Directors are divided into two groups—interested directors and independent directors. “Interested Directors” are those who are “interested persons” of the Company, as defined in the 1940 Act. “Independent Directors” are those who are not “interested persons” of the Company, as defined in the 1940 Act.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
The following table sets forth, as of December 31, 2024, certain ownership information with respect to the Company’s shares for those persons who may, insofar as is known to us, directly or indirectly own, control or hold with the power to vote, 5% or more of our outstanding common shares and the beneficial ownership of each Director nominee and executive officer, and the executive officers and Directors as a group. As of March 26, 2025, all Directors and executive officers as a group owned less than 1% of the Company’s outstanding common shares. Ownership information for those persons, if any, who own, control or hold the power to vote, 5% or more of our shares is based upon Schedule 13D or Schedule 13G filings by such persons with the Securities and Exchange Commission (the “Commission”) and other information obtained from such persons, if available. Such ownership information is as of the date of the applicable filing and may no longer be accurate. Unless otherwise indicated, we believe that each person set forth in the table below has sole voting and investment power with respect to all shares of the Company he or she beneficially owns and has the same address as the Company. The Company’s address is 2951 28th Street, Suite 1000, Santa Monica, California 90405.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | | 5% or more holders | | | | | None | | | | | Interested Directors | | | | | Common Stock | Philip Tseng | 27,481 | * | | Independent Directors | | | | | Common Stock | John R. Baron | 8,404 | * | | Common Stock | Eric J. Draut | 55,532 | * | | Common Stock | Karen L. Leets | 4,700 | * | | Common Stock | Andrea L. Petro | 11,823 | * | | Common Stock | Maureen K. Usifer | 23,502 | * | | Executive Officers | | | | | Common Stock | Jason Mehring | 19,914 | * | | Common Stock | Erik Cuellar | 250 | * | | Common Stock | Ariel Hazzard | ─ | * | | Common Stock | Patrick Wolfe | 1,862 | * | | Common Stock | Dan Worrell | 23,500 | * |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| * Represents less than 1%. |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
The following table sets out the dollar range of our equity securities beneficially owned by each of the Director nominees as of December 31, 2024. We are not part of a “family of investment companies,” as that term is defined in the 1940 Act.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| Name of Director | Dollar Range of Equity Securities in the Company(1) | | Interested Directors | | | Philip Tseng | Over $100,000 | | Independent Directors | | | John R. Baron | $50,001-$100,000 | | Eric J. Draut | Over $100,000 | | Karen L. Leets | $10,001-$50,000 | | Andrea L. Petro | Over $100,000 | | Maureen K. Usifer | Over $100,000 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| (1) Dollar ranges are as follows: none, $1—$10,000, $10,001—$50,000, $50,001—$100,000, or over $100,000. |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 2026 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. 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 2026 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. Tseng 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. Biographical Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| 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 | 2025; 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. 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. 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. | 1 BDC consisting of 1 Portfolio. | None. | | 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 | 2025; 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. Mr. Draut is the Chair of the Audit Committee of the Board of Thrivent Financial for Lutherans, a registered investment adviser and Fortune 500 | 3 BDCs consisting of 3 Portfolios. | None. |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| 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 - (Continued) | | | | | | | | | | Company. 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. | | | | Karen L. Leets 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1956 | Director, Audit Committee Member, Governance and Compensation Committee Member and Joint Transactions Committee Member | 2025; 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 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. | 2 BDCs consisting of 2 Portfolios. | None. | | 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 | 2025; 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 also serves as a Trustee of BlackRock Private Credit Fund, Chair of its Governance and Compensation Committee and Member of its Audit Committee and its Joint Transactions Committee. From November 2024 to present, Ms. Petro has served as a Senior | 2 BDCs consisting of 2 Portfolios. | None. |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| 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 - (Continued) | | | | | | | | | | Advisor to Carob Financial, LLC, a private credit fund. From June 2020 to June 2024, Ms. Petro served 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. | | | | 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 | 2025; 2024 to present | From 2005 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 and Chair of the Audit Committee of BlackRock Direct Lending Corp. and a Trustee and Chair of the Audit Committee of BlackRock Private Credit Fund. From 2021 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 | 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. Ms. Usifer also serves as a Director of Charlotte’s Web. |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| 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 - (Continued) | | | | | | | | | | 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. | | | | Interested Director Nominee | | | | | | | Philip Tseng 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1976 | Chair of the Board of Directors, Chief Executive Officer and Co-Chief Investment Officer | 2025; 2021 to present (Director; Chair of the Board, the Chief Executive Officer and Co- Chief Investment Officer since 2024); 2021 to 2024 (President) | Mr. Tseng is the Chair of the Board of Directors, Chief Executive Officer and Co-Chief Investment Officer of Company. He is also a senior member of BlackRock’s Global Private Debt Platform. He is Head of BlackRock’s US Private Capital (“USPC”) business as well as Co-CIO and Co-Chair of the Investment Committee overseeing institutional commingled funds and separately managed accounts, the Company, BlackRock Private Credit Fund BDC, and Middle-Market CLOs. He oversees both business and investment strategy across the US Private Capital platform including investment committees, investment processes, talent management and development, risk management & performance. Prior to joining BlackRock, Mr. Tseng was a Managing Partner at Tennenbaum Capital Partners (“TCP”) which was acquired by BlackRock in 2018. Prior to TCP, he 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. He 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. | 3 BDCs consisting of 3 Portfolios. | None. | | Officers Who Are Not Directors | | | | | | | Jason Mehring 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1971 | President | N/A; 2024 to present | Mr. Mehring is the President of the Company and BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Mr. Mehring is a voting member and a past Chairman of the investment committee for BlackRock’s US Private | N/A | N/A |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| 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* | | Officers Who Are Not Directors - (Continued) | | | | | | | | | | Capital Group (“USPC”). Mr. Mehring focuses on the team’s origination, underwriting and monitoring of middle market private investments, as well as its capital raising activities across public and private investment funds. Mr. Mehring has over 30 years’ experience in middle market investing including his 19 years’ experience with the USPC team, joining as a Managing Director at BlackRock Capital Investment Corporation’s former advisor in 2005. Mr. Mehring previously spent more than ten years at Banc of America Capital Investors (BACI), an affiliate of Bank of America, Inc., in Chicago, where he held positions of increasing responsibility, becoming a Principal of the firm in 2000. At BACI, Mr. Mehring focused on mezzanine and private equity investing in middle market companies. Prior to joining BACI in 1994, he worked at Firstar Bank, a predecessor to U.S. Bank. Mr. Mehring has also served on a variety of private corporate boards. Mr. Mehring has earned an M.B.A from the Kellogg School of Management at Northwestern University, as well as a B.B.A., summa cum laude, in Finance and Economics from the University of Wisconsin Eau Claire (graduating with University Honors). | | | | Erik L. Cuellar 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1971 | Chief Financial Officer, Treasurer | N/A; 2021 to present | Mr. Cuellar is the Chief Financial Officer of the Company and BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. He is responsible for financial and regulatory reporting. Mr. Cuellar has been at BlackRock and its predecessor, TCP, since 2011. Prior to his current role, Mr. Cuellar served as Controller for Ares Capital Corporation. Prior to that, Mr. Cuellar was with Metropolitan West Asset Management where he served as the Assistant Treasurer and Principal Accounting Officer for the Metropolitan West Funds. Prior to that, Mr. Cuellar managed the Alternative Investments Group at Western Asset Management Company. Mr. Cuellar began his career with Deloitte & Touche LLP where he was a Senior Auditor in their Financial Services Group. Mr. Cuellar earned a B.S. in Accounting from California State University Northridge and is a Certified Public Accountant in California. | N/A | N/A |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| 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* | | Officers Who Are Not Directors - (Continued) | | | | | | | Ariel Hazzard 50 Hudson Yards, New York, New York 10018 Year of birth: 1988 | Chief Compliance Officer | N/A; 2024 to present | Ms. Hazzard is the Chief Compliance Officer (“CCO”) of the Company, as well as two alternative closed-end funds and BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Ms. Hazzard is also responsible for the oversight of BlackRock’s closed-end fund and index ETF businesses. Ms. Hazzard has previously been responsible for the implementation of the registered funds compliance program for BlackRock’s U.S. domiciled mutual funds, closed-end funds and active ETFs. Prior to joining Blackrock, Ms. Hazzard was a member of the Credit Legal team at Apollo Global Management, LLC where she supported their business development company in addition to closed-end funds and sub-advised accounts. Prior to Apollo, she worked as an ISDA Onboarding Analyst at UBS where she handled a portfolio of derivatives and repo accounts across a variety of strategic clients. Ms. Hazzard earned a B.S in Finance and Marketing from Boston College, and a J.D from the Maurice A. Deane School of Law at Hofstra University. | 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 | N/A | N/A |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| 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* | | Officers Who Are Not Directors - (Continued) | | | | | | | | | | 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 servedas General Counsel of BlackRock Kelso Capital Advisors LLC, as well as 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. 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. | | | | Diana Huffman 50 Hudson Yards, New York, New York, 10001 Year of birth: 1982 | General Counsel, Assistant Secretary and Authorized Person | 2022 to present | Ms. Huffman serves as General Counsel, Assistant Secretary and Authorized Person of the Company. She is also General Counsel of BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Ms. Huffman was also previously General Counsel for BlackRock Capital Investment Corporation, prior to its merger with TCPC in March 2024. Ms. Huffman is Legal Counsel in the Legal & Compliance Department at BlackRock. She is responsible for supporting BlackRock’s U.S. regulated funds business, with a focus on retail alts. Ms. Huffman advises on a broad array of legal and regulatory issues impacting U.S. regulated funds, including product development and corporate governance matters. Prior to joining BlackRock in 2022, Ms. Huffman served as Corporate Counsel at PGIM Investments LLC starting in 2015, where she served as Chief Legal Officer for its BDC and as the lead attorney for retail funds. From 2009 to 2015, Ms. Huffman was an associate in the Asset Management group at Willkie Farr & Gallagher LLP, where she focused on the organization and operation of private and regulated funds. Ms. Huffman received a B.A. | N/A | N/A |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| 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* | | Officers Who Are Not Directors - (Continued) | | | | | | | | | | degree, summa cum laude, from Boston University in 2004 in International Relations. Ms. Huffman also received a J.D. degree, cum laude, from Fordham University School of Law in 2009. | | | | Patrick Wolfe 50 Hudson Yards New York, New York 10018 Year of birth: 1982 | Chief Operating Officer | N/A; 2024 to present | Patrick Wolfe is Chief Operating Officer of the Company and BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. He is also a Senior Portfolio Manager in the BlackRock’s Global Private Debt Platform. He is Head of Portfolio Construction for U.S. Private Capital’s U.S. Direct Lending funds which includes overseeing allocations, portfolio positioning, and liability management. Mr. Wolfe is also Senior Portfolio Manager on BlackRock Credit Strategies Fund, Senior Portfolio Manager for the Company, BDLC and BDEBT, and Head of U.S. middle-market CLOs at BlackRock. Mr. Wolfe joined BlackRock through the acquisition of TCP. At TCP, Mr. Wolfe was a portfolio manager on the U.S. Direct Lending Funds and launched the middle-market CLO platform taking the business to over $1 billion of assets. He also co-led led the development of the firm’s proprietary private credit software platform. He was one of the creators of the Direct Lending fund structure designed for insurance company clients. Before TCP, Mr. Wolfe was in structured credit at Deutsche Bank for six years focusing on the structuring, issuance, and management of CLOs and other credit strategies. He began his career in 2006 at KSJG LLP in the Advisory group focused on mortgage banking. Mr. Wolfe earned a B.S. in Accounting from San Diego State University in 2006. Mr. Wolfe volunteers his time as a member of the Board of Directors for the Southern California Golf Association (“SCGA”) and Southern California Golf Association Junior Foundation. | N/A | N/A | | Dan Worrell 50 Hudson Yards New York, New York 10018 Year of birth: 1963 | Co-Chief Investment Officer | N/A; 2024 to present | Mr. Worrell serves as the Co-CIO of the Company and BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Mr. Worrell is a member of Blackrock’s US Private Capital Group (“USPC”), where he focuses on direct lending and special situation strategies. He is a member of the USPC Management | N/A | N/A |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| 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* | | Officers Who Are Not Directors - (Continued) | | | | | | | | | | Operating Committee and the head of USPC’s Underwriting Committee, and a voting committee member of USPC. He also serves on the investment committees for other private credit funds managed by BlackRock. Prior to joining BlackRock. Mr. Worrell was a Managing Director at TCP, which he joined in 2007, where he headed multiple industry sectors. Mr. Worrell has been on the Board of Directors of several portfolio companies in the Consumer and Healthcare industries. Prior to his current role, Mr. Worrell was a High Yield Portfolio Manager with Mulholland Capital Advisors, where he analyzed and invested in high yield credit opportunities, capital structure arbitrage and special situations. He has also previously invested in distressed companies and special situations at Gruss Partners, JP Morgan and as an Investment Manager at a Central Asia-focused private equity fund based in Kazakhstan. Mr. Worrell earned an M.B.A. from Columbia University in 1991. | | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| * Directorships disclosed under this column do not include directorships disclosed under the column “Principal Occupation(s) During Past Five Years.” |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| † Mr. Tseng is an “interested person” (as defined in the 1940 Act) of the Company by virtue of his current position with the Advisor. |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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. Interested Directors Philip Tseng: Mr. Tseng is the Chief Executive Officer, Co-Chief Investment Officer and Chair of the Board of the Company. He is also a senior member of BlackRock’s Global Private Debt Platform and Chairman. He is Head of BlackRock’s US Private Capital (“USPC”) business as well as Co-CIO and Co-Chair of the Investment Committee overseeing institutional commingled funds and separately managed accounts, the Company, BlackRock Private Credit Fund BDC, and Middle-Market CLOs. He oversees both business and investment strategy across the US Private Capital platform including investment committees, investment processes, talent management and development, risk management & performance. Prior to joining BlackRock, Mr. Tseng was a Managing Partner at Tennenbaum Capital Partners (“TCP”) which was acquired by BlackRock in 2018. Prior to TCP, he 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. He 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. 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 subsidiary of the Company on March 18, 2024, Mr. Baron was a Director of BlackRock Capital Investment Corporation. Mr. Baron has served in several senior level management positions, including as the Managing Member of Crystal Ridge Partners, LP, a New Jersey based private equity firm focused on investments in middle market companies. 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. Mr. Baron was a senior level banker responsible for managing middle market regional offices of Manufactures Hanover Trust Co. and Chemical Bank. 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. Mr. Baron’s expertise in the private equity, banking and investment banking industries provides the Company with an abundance of practical business experience and knowledge. 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 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. Mr. Draut is the Chair of the Audit Committee of the Board of Thrivent Financial for Lutherans, a registered investment adviser and Fortune 500 Company. 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, where he currently serves as Chair of the Finance Committee. 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.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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, Chair of its Governance and Compensation Committee, Member of the Audit Committee and Member of its Joint Transactions Committee. From November 2024 to present, Ms. Petro has served as a Senior Advisor to Carob Financial, LLC, a private credit fund. From June 2020 to June 2024, Ms. Petro served 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 to serve as a member of the Company’s Audit Committee. Maureen K. Usifer: Ms. Usifer is 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 and Chair of the Audit Committee of BlackRock Private Credit Fund, Member of its Governance and Compensation Committee and Member of its Joint Transactions Committee, and a Director and Chair of the Audit Committee of BlackRock Direct Lending Corp. and Member of its Joint Transactions Committee. From 2005 until its merger with and into a wholly-owned subsidiary of the Company on March 18, 2024, Ms. Usifer was a Director of BlackRock Capital Investment Corporation. 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. From 2024 to present, Ms. Usifer has served as a Director for Charlotte’s Web. Since 2021, Ms. Usifer has served as a Director for PC Construction. Since 2018, Ms. Usifer has been a Director of Liberty All Star Funds. Ms. Usifer received an undergraduate degree in business from St. Michael’s College and an M.B.A. in Finance from Clarkson University. Ms. Usifer’s prior board service, in addition to her roles as an Independent Director of the Company, an Independent Director of BlackRock Direct Lending Corp. and an Independent Trustee of BlackRock Private Credit Fund, provides her with specific understanding of the Company, its operations and the business and regulatory issues facing BDCs. Ms. Usifer’s independence from the Company enhances her service as Chair of the Board’s Audit Committee and member of other Board committees. Officers Who Are Not Directors Erik L. Cuellar: Mr. Cuellar, Director of BlackRock, is the Chief Financial Officer of the Company and BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Mr. Cuellar has been at BlackRock and its predecessor, TCP, since 2011. Prior to his current role, Mr. Cuellar served as Controller for Ares Capital Corporation. Prior to that, Mr. Cuellar was with Metropolitan West Asset Management where he served as the Assistant Treasurer and Principal Accounting Officer for the Metropolitan West Funds. Prior to that, Mr. Cuellar managed the Alternative Investments Group at Western Asset Management Company. Mr. Cuellar began his career with Deloitte & Touche LLP where he was a Senior Auditor in their Financial Services Group. Mr. Cuellar earned a B.S. in Accounting from California State University Northridge and is a Certified Public Accountant in California. Jason Mehring. Mr. Mehring, Managing Director of BlackRock, is the President of the Company and BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. He is also a voting member and a past Chairman of the investment committee for BlackRock’s US Private Capital Group (“USPC”). Mr. Mehring focuses on the team’s origination, underwriting and monitoring of middle market private investments, as well as its capital raising activities across public and private investment funds. Mr. Mehring has over 30 years’ experience in middle market investing including his 19 years’ experience with the USPC team, joining as a Managing Director at BlackRock Capital Investment Corporation’s former advisor in 2005. Mr. Mehring previously spent more than ten years at Banc of America Capital Investors (BACI), an affiliate of Bank of America, Inc., in Chicago, where he held positions of increasing responsibility, becoming a Principal of the firm in 2000. At BACI, Mr. Mehring focused on mezzanine and private equity investing in middle market companies. Prior to joining BACI in 1994, he worked at Firstar Bank, a predecessor to U.S. Bank. Mr. Mehring has also served on a variety of private corporate boards. Mr. Mehring has earned an M.B.A from the Kellogg School of Management at Northwestern University, as well as a B.B.A., summa cum laude, in Finance and Economics from the University of Wisconsin Eau Claire (graduating with University Honors).
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Laurence D. Paredes: Mr. Paredes is the Secretary of the Company and Managing Director of BlackRock. He also serves as the Secretary of BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund 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 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. 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. Diana Huffman: Ms. Huffman serves as General Counsel, Assistant Secretary and Authorized Person of the Company and is a Director of BlackRock. She is also General Counsel of BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Ms. Huffman was also previously General Counsel for BlackRock Capital Investment Corporation, prior to its merger with TCPC in March 2024. Ms. Huffman is Legal Counsel in the Legal & Compliance Department at BlackRock. She is responsible for supporting BlackRock’s U.S. regulated funds business, with a focus on retail alts. Ms. Huffman advises on a broad array of legal and regulatory issues impacting U.S. regulated funds, including product development and corporate governance matters. Prior to joining BlackRock in 2022, Ms. Huffman served as Corporate Counsel at PGIM Investments LLC starting in 2015, where she served as Chief Legal Officer for its BDC and as the lead attorney for the retail funds. From 2009 to 2015, Ms. Huffman was an associate in the Asset Management group at Willkie Farr & Gallagher LLP, where she focused on the organization and operation of private and regulated funds. Ms. Huffman received a BA degree, summa cum laude, from Boston University in 2004 in International Relations. Ms. Huffman also received a JD degree, cum laude, from Fordham University School of Law in 2009. Ariel Hazzard: Ms. Hazzard, Chief Compliance Officer of the Company and Director of BlackRock, is also responsible for the oversight of BlackRock’s closed-end fund and index ETF businesses. She is also the Chief Compliance Officer of BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Ms. Hazzard has previously been responsible for the implementation of the registered funds compliance program for BlackRock’s U.S. domiciled mutual funds, closed-end funds and active ETFs. Prior to joining Blackrock, Ms. Hazzard was a member of the Credit Legal team at Apollo Global Management, LLC where she supported their business development company in addition to closed-end funds and sub-advised accounts. Prior to Apollo, she worked as an ISDA Onboarding Analyst at UBS where she handled a portfolio of derivatives and repo accounts across a variety of strategic clients. Ms. Hazzard earned a B.S in Finance and Marketing from Boston College, and a J.D from the Maurice A. Deane School of Law at Hofstra University. Patrick Wolfe: Mr. Wolfe, Managing Director of BlackRock, is the Chief Operating Officer of the Company and BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. He is also a Senior Portfolio Manager in the BlackRock’s Global Private Debt Platform. He is Head of Portfolio Construction for U.S. Private Capital’s U.S. Direct Lending funds which includes overseeing allocations, portfolio positioning, and liability management. Mr. Wolfe is also Senior Portfolio Manager on BlackRock Credit Strategies Fund, Senior Portfolio Manager for the Company, BDLC and BDEBT, and Head of U.S. middle-market CLOs at BlackRock. Mr. Wolfe joined BlackRock through the acquisition of TCP. At TCP, Mr. Wolfe was a portfolio manager on the U.S. Direct Lending Funds and launched the middle-market CLO platform taking the business to over $1 billion of assets. He also co-led led the development of the firm’s proprietary private credit software platform. He was one of the creators of the Direct Lending fund structure designed for insurance company clients. Before TCP, Mr. Wolfe was in structured credit at Deutsche Bank for six years focusing on the structuring, issuance, and management of CLOs and other credit strategies. He began his career in 2006 at KSJG LLP in the Advisory group focused on mortgage banking. Mr. Wolfe earned a B.S. in Accounting from San Diego State University in 2006. Mr. Wolfe volunteers his time as a member of the Board of Directors for the Southern California Golf Association (“SCGA”) and Southern California Golf Association Junior Foundation. Dan Worrell. Mr. Worrell, Managing Director of BlackRock, is Co-Chief Investment Officer of the Company and BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. He is also a member of Blackrock’s US Private Capital Group (“USPC”), where he focuses on direct lending and special situation strategies. He is a member of the USPC Management Operating Committee and the head of USPC’s Underwriting Committee, and a voting committee member of USPC. He also serves on the investment committees for other private credit funds managed by BlackRock. Prior to joining BlackRock. Mr. Worrell was a Managing Director at TCP, which he joined in 2007, where he headed multiple industry sectors. Mr. Worrell has been on the Board of Directors of several portfolio companies in the Consumer and Healthcare industries. Prior to his current role, Mr. Worrell was a High Yield Portfolio Manager with Mulholland Capital Advisors, where he analyzed and invested in high yield credit opportunities, capital structure arbitrage and special situations. He has also previously invested in distressed companies and special situations at Gruss Partners, JP Morgan and as an Investment Manager at a Central Asia-focused private equity fund based in Kazakhstan. Mr. Worrell earned an M.B.A. from Columbia University in 1991. CORPORATE GOVERNANCE
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Our Directors have been divided into two groups—Interested Directors and Independent Directors. Interested Directors are “interested persons” as defined in the 1940 Act. Philip Tseng is an Interested Director by virtue of his employment with the Advisor. In part because the Company is an externally-managed investment company, the Board of Directors believes having a chairperson that is an Interested Director and that is familiar with the Company’s portfolio companies, its day-to-day management and the operations of the Advisor, greatly enhances, among other things, its understanding of the Company’s investment portfolio, business, finances and risk management efforts. In addition, the Board of Directors believes that Mr. Tseng’s employment with the Advisor allows for the efficient mobilization of the Advisor’s resources at the Board of Director’s behest and on its behalf. Mr. Draut serves as the Lead Independent Director. The Lead Independent Director coordinates the activities of the other Independent Directors and performs such other duties and responsibilities as the Board of Directors may determine, including presiding at all meetings of the Board of Directors at which the Chair is not present, including executive sessions of the Independent Directors. The Board of Directors believes its relatively small size and the composition and leadership of its committees allow each Director to enjoy full, accurate and efficient communication with the Company, the Advisor and management, and facilitates the timely transmission of information among such parties. Director Independence On an annual basis, each member of the Board of Directors is required to complete an independence questionnaire designed to provide information to assist the Board of Directors in determining whether the Director is independent. The Board of Directors has determined that each of our Directors, other than Mr. Tseng, is independent under the 1940 Act and the NASDAQ Global Select Market listing standards. Means by Which the Board of Directors Supervises Officers The Board of Directors is regularly informed on developments and issues related to the business of the Company, and monitors the activities and responsibilities of the officers in various ways. At each regular meeting of the Board of Directors, the officers report to the Board of Directors on developments and important issues. Each of the officers, as applicable, also provides regular updates to the members of the Board of Directors regarding the Company’s business between the dates of regular meetings of the Board of Directors. Officers and other members of the Advisor, at the invitation of the Board of Directors, regularly attend portions of meetings of the Board of Directors and its committees to report on the financial results of the Company, its operations, performance and outlook, and on areas of the business within their responsibility, including risk management and management information systems, as well as other business matters. The Board of Directors’ Role in Risk Oversight Day-to-day risk management with respect to the Company is the responsibility of the Advisor or other service providers (depending on the nature of the risk) subject to the supervision of the Advisor. The Company is subject to a number of risks, including investment, compliance, operational and valuation risks, among others. While there are a number of risk management functions performed by the Advisor and the other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the Company. Risk oversight is part of the Board of Directors’ general oversight of the Company and is addressed as part of various Board of Directors and committee activities. The Board of Directors, directly or through a committee, also reviews reports from, among others, management, the independent registered public accounting firm for the Company and internal accounting personnel for the Advisor, as appropriate, regarding risks faced by the Company and management’s or the service provider’s risk functions. The committee system facilitates the timely and efficient consideration of matters by the Directors, and facilitates effective oversight of compliance with legal and regulatory requirements and of the Company’s activities and associated risks. Our Chief Compliance Officer oversees the implementation and testing of the Company’s compliance program and reports to the Board of Directors regarding compliance matters for the Company and its service providers. The Independent Directors have engaged independent legal counsel to assist them in performing their oversight responsibilities. Code of Ethics The Company has adopted codes of ethics and business conduct that apply to, among others, the Directors, as well as its officers, including its Chief Executive Officer, Chief Operating Officer and President, and Chief Financial Officer and Treasurer, or persons performing similar functions (collectively, “Senior Officers”). The code of ethics can be accessed at http://Investors.TCPCapital.com/corporate-governance.The Company intends to disclose any amendments to or waivers of required provisions of the applicable codes on the Company’s website and as otherwise required by the rules promulgated by NASDAQ and the SEC. Hedging Transactions The Company’s codes of ethics and business conduct do not expressly prohibit Directors or Senior Officers from engaging in hedging transactions with respect to its securities. BOARD MEETINGS During the Company’s fiscal year ended December 31, 2024, the Board of Directors met eighteen times. No incumbent Director who was a Director during such fiscal year attended less than 75% of the aggregate number of meetings of the Board of Directors and of each committee of the Board of Directors on which the Director served during the Company’s most recently completed fiscal year. All of the then-Directors attended the 2024 Annual Meeting of Stockholders of the Company virtually. COMMITTEES OF THE BOARD OF DIRECTORS Our Board of Directors currently has three committees: an Audit Committee, a Governance and Compensation Committee and a Joint Transactions Committee. Audit Committee. The Audit Committee operates pursuant to a charter approved by our Board of Directors and met four times during the fiscal year ended December 31, 2024. The Audit Committee currently holds regular meetings on a quarterly basis and special meetings as needed. The charter sets forth the responsibilities of the Audit Committee and can be accessed at http://Investors.TCPCapital.com/corporate-governance. The primary function of the Audit Committee is to serve as an independent and objective party to assist the Board of Directors in fulfilling its responsibilities for overseeing all material aspects of our accounting and financial reporting processes, monitoring the independence and performance of our independent registered public accounting firm, providing a means for open communication among our independent accountants, financial and senior management and the Board of Directors, and overseeing our compliance with legal and regulatory requirements. The Audit Committee is presently composed of Mses. Leets, Petro and Usifer (Chair) and Messrs. Baron and Draut, each of whom is considered independent for purposes of the 1940 Act and The Nasdaq Global Select Market listing standards. Our Board of Directors has determined that each member of our Audit Committee is an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K of the Securities Exchange Act of 1934 (the “1934 Act”). In addition, each member of our Audit Committee meets the current independence and experience requirements of Rule 10A-3 of the 1934 Act and, in addition, is not an “interested person” of the Company or of the Advisor as defined in Section 2(a)(19) of the 1940 Act.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Joint Transactions Committee. The Joint Transactions Committee met thirteen times during such fiscal year. The Joint Transactions Committee is currently composed of Mses. Leets, Petro and Usifer and Messrs. Baron and Draut. The Joint Transactions Committee operates to approve the allocation of certain private placement transactions in which we participate with one or more of the Advisor’s other accounts in accordance with our exemptive orders obtained from the Commission. Governance and Compensation Committee. The Governance and Compensation Committee operates pursuant to a charter approved by our Board of Directors. The charter sets forth the responsibilities of the Governance and Compensation Committee, including, but not limited to, making nominations for the appointment or election of Independent Directors, personnel training policies, administering the provisions of the code of ethics applicable to the Independent Directors and determining, or recommending to the Board of Directors for determination, the compensation of any officers of the Company. The charter can be accessed on the Company’s website. Currently, the Company’s officers do not receive any direct compensation from the Company. The Governance and Compensation Committee consists of Mses. Leets, Petro (Chair) and Usifer and Messrs. Baron and Draut, each of whom is considered independent for purposes of the 1940 Act and The Nasdaq Global Select Market listing standards. The Governance and Compensation Committee met four times during the fiscal year ended December 31, 2024. With respect to nominations to the Board of Directors, the Governance and Compensation Committee seeks to identify individuals to serve on the Board of Directors who have a diverse range of viewpoints, qualifications, experiences, backgrounds and skill sets so that the Board of Directors will be better suited to fulfill its responsibility of overseeing the Company’s activities. In so doing, the Governance and Compensation Committee reviews the size of the Board of Directors and the knowledge, experience, skills, expertise and diversity of the Directors in light of the issues facing the Company in determining whether one or more new Directors should be added to the Board of Directors. The Governance and Compensation Committee may consider recommendations for nomination of Directors from our stockholders. Nominations made by stockholders must be delivered to or mailed (setting forth the information required by our bylaws) and received at our principal executive offices not earlier than 150 days nor fewer than 120 days in advance of the first anniversary of the date on which we first mailed our proxy materials for the previous year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting has changed by more than 30 days from the prior year, the nominations must be received not earlier than the 150th day prior to the date of such annual meeting nor later than the later of (i) the 120th day prior to the date of such annual meeting or (ii) the 10th day following the day on which public announcement of such meeting date is made. 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, 2024. No compensation is paid by the Company to Interested Directors.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| | Fees Earned or Paid in Cash(1)(2) | Total | | Interested Directors: | | | | Philip Tseng | — | — | | Independent Directors: | | | | Eric J. Draut | $183,000 | $183,000 | | Karen L. Leets | $160,000 | $160,000 | | Andrea L. Petro | $162,000 | $162,000 | | John R. Baron | $80,000 | $80,000 | | Maureen K. Usifer | $88,000 | $88,000 |