Eric Draut

About Eric J. Draut

Eric J. Draut (year of birth: 1957) is TCPC’s Lead Independent Director, serving since 2011, with committee roles on Audit, Governance & Compensation, and Joint Transactions; he was appointed Lead Independent Director in 2021 . He is independent under the 1940 Act and NASDAQ standards, with the Board explicitly determining he has no relationships with the Advisor or its affiliates beyond his director role . Draut is a CPA, with an MBA in finance and operations from Northwestern’s Kellogg School and a B.S. in accountancy from the University of Illinois at Urbana-Champaign (High Honors), and brings ~30 years of accounting/finance experience, including CFO and board service at Kemper Corporation . He beneficially owns 55,532 TCPC shares (over $100,000 dollar range), representing less than 1% of outstanding shares .

Past Roles

External Roles

Board Governance

• Independence: Board determined Draut is not an “interested person” under the 1940 Act and is independent under NASDAQ; independent directors (including Draut) have no relationships with the Advisor or affiliates beyond their positions and same-term investments as other stockholders .
• Lead Independent Director: Coordinates independent directors, presides at meetings where the Chair is absent, including executive sessions of independent directors—key for board challenge and oversight .
• Committees and Composition:
  • Audit Committee: Members include Draut; all members designated “audit committee financial experts”; met 4x in FY 2024 .
  • Joint Transactions Committee: Includes Draut; met 13x in FY 2024; approves affiliated co-investment allocations per exemptive orders .
  • Governance & Compensation Committee: Includes Draut; met 4x in FY 2024; independent members, charter oversees nominations, independent director code, officer compensation recommendations .
• Attendance: Board met 18 times in FY 2024; no incumbent director attended less than 75% of aggregate board and committee meetings; all directors attended the 2024 Annual Meeting virtually .

Fixed Compensation

The Company does not maintain a stock or option plan, non-equity incentive plan or pension plan for directors (i.e., no equity grants or performance incentives for directors) .

Performance Compensation

• No performance-based compensation for directors; Company does not maintain non-equity incentive plans or stock/option plans for directors; no PSUs/RSUs/options, no performance metrics or vesting schedules for director pay .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA; extensive audit oversight credentials including chairing a Fortune 500 audit committee .
• Former public company CFO and board member; deep finance, operations, and reporting experience .
• NACD Fellow; ongoing governance education and best-practice orientation .
• Multi-committee experience at TCPC and affiliated BDCs; robust knowledge of private credit, co-investment oversight, and compliance frameworks .

Equity Ownership

Governance Assessment

• Strengths:
  • Independence confirmed; Lead Independent Director role enhances oversight and executive session presiding .
  • Audit Committee composed entirely of “financial experts,” strong accounting oversight; regular committee cadence (Audit: 4; Joint Transactions: 13; Governance & Compensation: 4) .
  • Attendance adequate (≥75% threshold met for all incumbents); engagement evidenced by 18 board meetings and annual meeting participation .
• Alignment/Comp Structure:
  • Holds 55,532 shares (>$100k), providing some alignment; however, director compensation is entirely cash with no equity grants or performance-based components, limiting direct pay-for-performance linkage .
• Potential Conflicts & Red Flags:
  • Externally managed BDC with co-investment exemptive relief; affiliated allocations overseen by Joint Transactions Committee—structural conflicts exist at the platform level, though mitigated by independent committee oversight .
  • Hedging not expressly prohibited for directors—potential misalignment risk if used; no specific disclosure of hedging activity for Draut .
  • Service on other BlackRock-advised BDC boards (BDLC and Private Credit Fund) creates governance interlocks; independence still affirmed by Board, but investors should monitor cross-vehicle decision-making consistency .
• Signals for Investor Confidence:
  • Long-tenured independent leadership (since 2011; LID since 2021) and public-company CFO/audit chair background strengthen board effectiveness .
  • Transparent fee schedule and regular meetings indicate structured oversight; absence of director equity plans is typical for some BDCs but reduces incentive alignment .

Board Governance Details (Meetings and Attendance)

Director Compensation Summary (FY 2024)

Authorized fee schedule components: $110,000 annual retainer; $20,000 Lead Independent Director stipend; $15,000 Audit Chair (not applicable to Draut); $5,000 Governance & Compensation Chair (not applicable to Draut); meeting fees: $5,000 per regular meeting (physical/Webex or via telephone), $1,000 per special meeting via telephone; expense reimbursement .

Related Party Transactions and Conflicts

• External management by Advisor and administration by Administrator; reimbursement of allocable administrative costs; royalty-free license for “TCP” and “BlackRock” names .
• Co-investment exemptive relief permits affiliated investments under conditions; potential conflicts in allocation mitigated by Joint Transactions Committee oversight; Advisor allocates pro rata where applicable, with exceptions disclosed .
• Section 16(a) filings: Company indicates compliance for FY 2024 among officers/directors (one late Form 3 for CCO appointment, not related to Draut) .

Independence Status and Lead Role

• Independent under 1940 Act and NASDAQ; Board concluded Draut has no disqualifying relationships with the Advisor/affiliates .
• Lead Independent Director responsibilities include coordinating independent directors and presiding at meetings without the Chair, including executive sessions—enhances board challenge and independence .

Notes on Ownership Guidelines and Hedging

• No director ownership guideline multiples disclosed; compliance status not determinable from the proxy .
• Hedging not expressly prohibited; investors may view the absence of a prohibition as a governance risk and should monitor any hedging/pledging disclosures in future filings .

Conclusion

Eric Draut’s governance profile reflects strong independence, deep audit and CFO credentials, and active oversight through multiple committees and the Lead Independent Director role—positives for investor confidence . Primary watch items include structural conflicts inherent to the external management/co-investment framework, interlocks across BlackRock-advised credit vehicles, and the absence of director equity/performance-based compensation and hedging prohibitions—factors investors should monitor for alignment and board effectiveness .