Andrea Petro
BlackRock TCP CapitalAbout Andrea L. Petro
Independent Director of BlackRock TCP Capital Corp. (TCPC) since August 4, 2020; Year of birth: 1952. She chairs the Governance and Compensation Committee (since March 2024) and serves on the Audit Committee and the Joint Transactions Committee. Her background spans private credit and lender finance leadership: Executive VP and Group Head at Wells Fargo Capital Finance (Lender Finance and Supply Chain Finance), Managing Director and Group Head at Waterfall Asset Management, and current Senior Advisor to Carob Financial LLC; MBA (Finance) from UT Austin McCombs and BA (Russian & Soviet Studies) from Kent State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Capital Finance | Executive Vice President; Group Head, Lender Finance and Supply Chain Finance | Dec 2000 – Dec 2017 | Led lender finance and supply chain finance divisions |
| Waterfall Asset Management | Managing Director; Group Head, Specialty Commercial Finance | Jun 2018 – Feb 2020 | Built specialty commercial finance; consultant Mar 2020 – Feb 2023 |
| Commercial Finance Association | President | 2016 – 2017 | Industry leadership |
| Secured Finance Foundation | Board member | 2000 – 2022 | Long-serving governance contributor |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carob Financial, LLC (private credit fund) | Senior Advisor | Nov 2024 – present | Strategic advisory |
| BlackRock Private Credit Fund | Trustee; Chair, Governance & Compensation; Member, Audit; Member, Joint Transactions | 2022 – present | Multiple governance and oversight roles |
| Ready Capital Corporation | Director | Jun 2020 – Jun 2024 | Board service concluded in 2024 |
| UT Austin McCombs (MS Finance Advisory Board) | Advisory Board member | Ongoing | Academic advisory |
Board Governance
- Independence: Petro is an Independent Director under the 1940 Act and NASDAQ standards; board majority is independent .
- Committee assignments: Audit Committee (member), Governance & Compensation Committee (Chair), Joint Transactions Committee (member). 2024 committee cadence: Audit met 4 times; Governance & Compensation met 4 times; Joint Transactions met 13 times .
- Attendance: Board met 18 times in 2024; no director attended less than 75% of Board and applicable committee meetings .
- Board leadership: Eric J. Draut is Lead Independent Director; Tseng is Chair/CEO (Interested Director) .
- Hedging policy: Codes of ethics do not expressly prohibit hedging transactions in company securities, a potential alignment risk .
Fixed Compensation
| Component (Independent Directors) | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $110,000 | Authorized structure |
| Governance & Compensation Committee Chair fee | $5,000 | Petro qualifies as Chair |
| Audit Committee Chair fee | $15,000 | Not applicable to Petro (member, not chair) |
| Lead Independent Director fee | $20,000 | Not applicable to Petro |
| Meeting fees – Board/committee attended physically or via Webex | $5,000 per meeting | Regular meetings |
| Meeting fees – regular meetings via telephone | $5,000 per meeting | Regular meetings |
| Meeting fees – special meetings via telephone | $1,000 per meeting | Special meetings |
| Actual fees earned in 2024 | $162,000 | Petro’s total cash compensation |
No stock/option plan, non-equity incentive plan, or pension plan for directors; officers are paid by Advisor/Administrator, not by the Company .
Performance Compensation
| Performance-linked compensation elements | Status |
|---|---|
| Annual incentive/bonus | None (not maintained for directors) |
| Equity awards (RSUs/PSUs/options) | None (no stock/option plan for directors) |
| Performance metrics (revenue, EBITDA, TSR, ESG) | Not applicable to director pay |
| Clawback provisions on director pay | Not disclosed in proxy for directors |
Other Directorships & Interlocks
- Current public company boards: None disclosed in 2025 proxy for Petro .
- Prior public company board: Ready Capital Corporation (June 2020 – June 2024) .
- BlackRock platform interlocks: Trustee and committee chair/member of BlackRock Private Credit Fund; TCPC Joint Transactions Committee role aligns co-investment oversight across BlackRock-managed accounts under exemptive relief .
- Allocation/conflict framework: Proxy highlights potential conflicts from Advisor allocating investments among TCPC and other funds/accounts; JTC approves private placement allocations per exemptive orders .
Expertise & Qualifications
- Private credit and lender finance domain expertise developed across Wells Fargo Capital Finance and Waterfall Asset Management; current strategic advisory role to a private credit fund .
- Audit Committee proficiency: Board determined all Audit Committee members, including Petro, are “audit committee financial experts” under Regulation S-K Item 407(d)(5) .
- Education: MBA (Finance) – UT Austin McCombs; BA (Russian & Soviet Studies) – Kent State .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Dollar Range (as of Dec 31, 2024) |
|---|---|---|---|
| Andrea L. Petro | 11,823 | <1% | Over $100,000 |
| Directors & executive officers (group) | — | <1% | — |
- Ownership guidelines and compliance: Not disclosed.
- Pledging/hedging: No pledging disclosure; hedging not expressly prohibited by codes of ethics, which may be a misalignment risk if used .
Insider Trades (Form 4)
| Trade Date | Transaction | Shares | Price | Holding After | Source |
|---|---|---|---|---|---|
| 2024-06-07 | Purchase | 5,000 | $11.49 | 11,823 | (http://openinsider.com/TCPC) |
Governance Assessment
- Strengths: Independent status; chairs Governance & Compensation Committee; Audit Committee financial expert designation; high engagement with 2024 board/committee cadence and minimum 75% attendance threshold; deep lender finance/private credit expertise beneficial for BDC oversight .
- Alignment signals: Direct share ownership (11,823 shares) and recent open-market purchase support alignment; however, directors receive only cash compensation (no equity grants), so alignment relies on voluntary ownership rather than structured equity pay .
- Conflict monitoring: Interlocks across BlackRock Private Credit Fund and TCPC’s JTC increase dependency on robust co-investment allocation controls; proxy acknowledges Advisor allocation conflicts and reliance on JTC under exemptive orders—ongoing scrutiny of allocation decisions and fee impacts is warranted .
- Red flags to watch:
- Hedging not expressly prohibited by codes—track any hedging or pledging disclosures over time .
- Advisor benefits from below-NAV share sales through larger fee base; directors must balance dilution vs capital flexibility; Petro’s committee leadership amplifies governance responsibility here .
- Overall: Petro’s credentials and committee leadership are positives for board effectiveness. Primary investor confidence sensitivities relate to co-investment allocations across BlackRock-managed vehicles and lack of equity-based director pay; her own share purchases and audit expertise partially mitigate alignment and oversight concerns .