Diana Huffman
BlackRock TCP CapitalAbout Diana Huffman
Diana Huffman (born 1982) serves as General Counsel, Assistant Secretary and Authorized Person of BlackRock TCP Capital Corp. (TCPC), a role she has held since 2022, and is also General Counsel for BlackRock’s other BDCs (BlackRock Direct Lending Corp. and BlackRock Private Credit Fund) . She is Legal Counsel in BlackRock’s Legal & Compliance Department (Director-level) with a focus on U.S. regulated funds, retail alternatives, product development and corporate governance; she earned a BA, summa cum laude, from Boston University in 2004 and a JD, cum laude, from Fordham University School of Law in 2009 . As context on TCPC performance under her tenure, TCPC’s common stock closed at $8.01 on March 26, 2025, a ~13.2% discount to Q4 2024 NAV of $9.23, illustrating capital markets dynamics relevant to governance and financing decisions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PGIM Investments LLC | Corporate Counsel; Chief Legal Officer for its BDC; lead attorney for retail funds | 2015–2022 | Led legal oversight for PGIM’s BDC and retail funds; broadened scope across product and governance for regulated funds |
| Willkie Farr & Gallagher LLP (Asset Management group) | Associate | 2009–2015 | Focused on organization and operation of private and regulated funds; deep technical foundations in fund structuring and compliance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BlackRock, Inc. (Legal & Compliance) | Legal Counsel; Director (title) | 2022–present | Supports U.S. regulated funds business (retail alts); advises on product development and corporate governance across BlackRock platforms |
| BlackRock Direct Lending Corp. (BDLC) | General Counsel | 2022–present | General Counsel oversight alongside TCPC; cross-entity consistency in legal risk management |
| BlackRock Private Credit Fund (BDEBT) | General Counsel | 2022–present | General Counsel oversight of private credit fund governance and regulatory compliance |
| TCPC | Assistant Secretary and Authorized Person | 2022–present | Corporate secretary functions and authorized signatory on SEC filings ; examples of 8-K signatures in 2025 confirm ongoing role |
Fixed Compensation
TCPC is an externally managed BDC; officers do not receive compensation directly from the Company. Compensation for officers is paid by the Advisor (Tennenbaum Capital Partners, LLC—an indirect subsidiary of BlackRock) or an affiliate, with potential administrative cost reimbursement to TCPC . The Governance & Compensation Committee determines, or recommends to the Board for determination, compensation of any officers of the Company; currently officers receive no direct compensation from TCPC .
| Component | Detail |
|---|---|
| Base salary | Not disclosed by TCPC; officers compensated by Advisor/affiliates |
| Target bonus % | Not disclosed by TCPC |
| Actual bonus paid | Not disclosed by TCPC |
| Cash retainer from TCPC | None; officers receive no direct compensation from TCPC |
Performance Compensation
TCPC does not disclose individual officer incentive plan metrics or payouts; officers are compensated by the Advisor/affiliates, not directly by TCPC . Accordingly, specific performance metrics, weightings, targets, and vesting for Ms. Huffman’s compensation are not provided in TCPC’s proxy.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed (Advisor-level compensation) | — | — | — | — | — |
| Committee oversight (TCPC) | Governance & Compensation Committee oversees officer compensation if applicable | — | — | — | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | Not specifically listed for Ms. Huffman in TCPC’s officer ownership table; as of March 26, 2025, all Directors and executive officers as a group owned less than 1% of outstanding common shares |
| Ownership % of shares outstanding | Group: <1% as of 85,077,297 shares outstanding on March 26, 2025 |
| Vested vs unvested shares | Not disclosed for Ms. Huffman |
| Options (exercisable/unexercisable; in-the-money) | Not disclosed for Ms. Huffman |
| Shares pledged as collateral | Not disclosed; no pledging disclosures specific to Ms. Huffman |
| Hedging policy | Company codes do not expressly prohibit Directors or Senior Officers from engaging in hedging transactions in Company securities (policy-level alignment risk) |
| Stock ownership guidelines | Not disclosed for officers |
| Section 16 compliance | Company believes officers/directors complied with Section 16(a) in 2024, except one late Form 3 for the CCO (Ariel Hazzard); no issues noted for Ms. Huffman |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date (TCPC) | 2022; General Counsel, Assistant Secretary and Authorized Person of TCPC |
| Years in current role | 2022–present (as of the 2025 proxy) |
| Contract term/expiration | Not disclosed (officers compensated by Advisor/affiliates) |
| Severance provisions | Not disclosed |
| Change-of-control provisions | Not disclosed |
| Clawback provisions | Not specifically disclosed for officers; Company has codes of ethics/business conduct applicable to Senior Officers |
| Non-compete / non-solicit | Not disclosed |
| Garden leave / post-termination consulting | Not disclosed |
| Authorized signatory | Signs TCPC filings as General Counsel & Secretary (e.g., 8-Ks in July–Aug 2025) |
Governance and Committee Context
- Board committees: Audit; Governance & Compensation; Joint Transactions. Governance & Compensation Committee (Chair: Andrea L. Petro) determines/recommends officer compensation and oversees independent director matters; all members are independent under the 1940 Act and NASDAQ standards .
- Audit Committee: All members are “audit committee financial experts” per Regulation S-K 407(d)(5); independent and not “interested persons” .
- Independent Directors have engaged independent legal counsel to assist in oversight responsibilities, including compliance and risk .
Performance & Track Record Context (Company-level)
- Capital markets reference: On March 26, 2025, TCPC traded at $8.01 per share, ~13.2% discount to NAV of $9.23 as of December 31, 2024, with historical quarters showing trading at both discounts and premiums to NAV (see table in proxy) . This informs potential below-NAV equity issuance risk/considerations relevant to legal and governance processes overseen by officers .
Risk Indicators & Red Flags
- Hedging transactions not expressly prohibited for Directors or Senior Officers in codes of ethics (policy-level alignment risk) .
- Externally managed structure: Officers’ compensation set at Advisor level; limited transparency on individual pay-for-performance alignment at TCPC (disclosure gap) .
- Related party/co-investment framework: Advisor and affiliates manage other funds/accounts; conflicts mitigated via exemptive relief and Independent Director approval under co-investment orders (ongoing governance oversight requirement) .
Investment Implications
- Pay-for-performance visibility: No TCPC-level disclosure of Ms. Huffman’s salary/bonus/equity or performance metrics; compensation is at BlackRock/Advisor level. This reduces direct line-of-sight into incentive alignment with TCPC-specific TSR/NAV outcomes; investors should rely on governance strength and Advisor’s platform incentives rather than individual TCPC officer pay metrics .
- Selling pressure/vesting: No insider ownership or vesting schedule disclosures for Ms. Huffman; group ownership is <1%, suggesting minimal officer-driven selling pressure at TCPC .
- Alignment risks: Hedging not explicitly prohibited is a potential misalignment risk; monitor for any future policy changes and Section 16 filings (none noted for Ms. Huffman in 2024) .
- Retention risk: Tenure since 2022 across multiple BlackRock BDCs suggests stable platform integration; role breadth across TCPC/BDLC/BDEBT indicates institutional reliance on her legal leadership, which is generally positive for continuity .
- Trading signals: No disclosed equity holdings or option grants for Ms. Huffman; her signatures on 8-Ks confirm active governance role but provide no direct trading signal .
Key takeaway: For externally managed BDCs like TCPC, officer-level incentive alignment is opaque at the issuer level. Focus diligence on governance processes (Independent Committees, co-investment oversight), Advisor’s platform incentives, and company-level capital markets dynamics (NAV, discount/premium, below-NAV issuance authorizations), rather than individual executive compensation disclosures .