John Baron
BlackRock TCP CapitalAbout John R. Baron
John R. Baron (year of birth: 1957) is an Independent Director of BlackRock TCP Capital Corp. (TCPC) since March 18, 2024, serving on the Audit Committee, Governance and Compensation Committee, and Joint Transactions Committee . He was previously a Director of BlackRock Capital Investment Corporation until its March 18, 2024 merger into a wholly-owned indirect subsidiary of TCPC . Baron’s background includes managing Crystal Ridge Partners (private equity), Senior Partner at JPMorgan Partners, and senior banking/investment banking roles at JPMorgan and predecessors—credentials that the Board cites for practical business experience; he qualifies as independent under the 1940 Act and NASDAQ rules and as an audit committee financial expert given Audit Committee composition .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crystal Ridge Partners, LP (Private equity) | Managing Member | Not specified (prior to TCPC) | Private equity leadership cited as relevant experience . |
| JPMorgan Partners, LP (Global PE) | Senior Partner | Prior to 1995 onward (pre-TCPC) | Senior leadership in PE; prior senior banking/investment banking at JPMorgan and predecessors . |
| Big Rock Sports | Director; current owner | Director: 2000–2021; continues as owner | Leadership in distribution; ongoing ownership noted . |
| Rufus Aviation Fund/BIAero | Owner and Director | Current | Aerospace parts business oversight . |
| Data Metrics Technologies, LLC | Owner and Director | Current | Proprietary software data cleansing across ERP systems . |
| Bronco Manufacturing | Director | 2008–2019 | Industrial parts manufacturing governance . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Rufus Aviation Fund/BIAero | Owner and Director | Current | Aerospace parts business . |
| Data Metrics Technologies, LLC | Owner and Director | Current | Software applications for ERP data . |
| Big Rock Sports | Owner | Current (director role ended 2021) | Distributor of hunting/fishing products . |
| Other public company boards | None | N/A | No current public or investment company directorships listed beyond TCPC . |
Board Governance
- Independence: The Board determined Baron is not an “interested person” under the 1940 Act and independent under NASDAQ, with no relationships with the Advisor or affiliates beyond his Director role .
- Committee memberships: Audit Committee; Governance and Compensation Committee; Joint Transactions Committee; not a chair .
- Audit Committee: Composed of Leets, Petro, Usifer (Chair), Baron, Draut; all independent and deemed “audit committee financial experts” and Rule 10A-3 compliant .
- Lead Independent Director: Eric J. Draut serves as LID; coordinates independent directors and presides when Chair not present .
- Attendance: Board met 18 times in FY 2024; no Director attended less than 75% of Board/committee meetings; all Directors attended the 2024 Annual Meeting virtually .
- Committee activity: Audit Committee met 4 times; Governance & Compensation Committee met 4 times; Joint Transactions Committee met 13 times in FY 2024 .
- Hedging policy: Codes of ethics do not expressly prohibit Directors/Senior Officers from hedging company securities (potential alignment risk) .
Fixed Compensation
| Item | Amount | Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (John R. Baron) | $80,000 | FY 2024 | Actual Director cash compensation (likely pro-rated post March 18 appointment) . |
| Standard Annual Retainer (Independent Directors) | $110,000 per year | Policy | Authorized amounts for service as Director . |
| Meeting Fee (Webex/physical attendance) | $5,000 per meeting | Policy | Board or committee meetings attended via Webex/physically . |
| Meeting Fee (telephone – regular meeting) | $5,000 per meeting | Policy | Regular Board/committee meetings via telephone . |
| Meeting Fee (telephone – special meeting) | $1,000 per meeting | Policy | Special meetings via telephone . |
| Lead Independent Director Fee | $20,000 per year | Policy | Applicable to LID (Draut), not Baron . |
| Audit Committee Chair Fee | $15,000 per year | Policy | Applicable to Audit Chair (Usifer), not Baron . |
| Governance & Compensation Chair Fee | $5,000 per year | Policy | Applicable to G&C Chair (Petro), not Baron . |
| Equity/Option/Pension Plans for Directors | None | Policy | No stock/option plan, non-equity incentive plan, or pension for Directors . |
Performance Compensation
| Component | Structure | Metrics | Status |
|---|---|---|---|
| Variable/Performance-based pay for Directors | None | N/A | Company does not maintain non-equity incentive or option plans for Directors . |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock |
|---|---|---|---|
| BlackRock Capital Investment Corporation (BCIC) | BDC | Director until March 18, 2024 | Pre-merger role; now merged with TCPC . |
| Current public company boards | N/A | None | No disclosed current public-company boards beyond TCPC . |
| BlackRock-advised BDCs overseen | BDC count | 1 BDC consisting of 1 portfolio | As disclosed in TCPC biography table . |
Expertise & Qualifications
- Private equity and banking expertise: Managing Member (Crystal Ridge Partners) and Senior Partner (JPMorgan Partners), with prior senior roles in banking/investment banking at JPMorgan and predecessors .
- Audit/financial oversight: Serves on Audit Committee; Board determined all Audit Committee members (including Baron) are “audit committee financial experts” .
- Industry exposure: Oversight in distribution (Big Rock Sports), aerospace parts (Rufus/BIAero), and enterprise software/data (Data Metrics Technologies) .
- Independence credentials: Board determination under 1940 Act/NASDAQ; no Advisor/affiliate relationships beyond Director role .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Dollar Range | As-of Date |
|---|---|---|---|---|
| John R. Baron | 8,404 | Less than 1% | $50,001–$100,000 | Beneficial ownership as of 12/31/2024; dollar range table; outstanding shares and record date context in proxy . |
| Directors and officers as a group | Less than 1% of outstanding | Less than 1% | N/A | As a group ownership statement . |
- Shares pledged/hedged: No pledging disclosures identified; company codes do not expressly prohibit hedging of company securities by Directors/Senior Officers (alignment risk) .
- Ownership guidelines: No Director stock ownership guidelines disclosed in the proxy .
Insider Trades
| Item | Detail | Period |
|---|---|---|
| Section 16(a) compliance (FY 2023) | Company believes officers/directors complied with all filing requirements . | FY 2023 |
| Section 16(a) compliance (FY 2024) | Company believes compliance; one late Form 3 noted for Ariel Hazzard due to administrative oversight; no late filing attributed to Baron . | FY 2024 |
Governance Assessment
- Independence and committee coverage: Strong independence determination under 1940 Act/NASDAQ with active service on all three key committees (Audit; Governance & Compensation; Joint Transactions), supporting Board effectiveness .
- Financial oversight: Membership in an Audit Committee fully composed of “financial experts” reinforces governance quality in reporting, compliance, and auditor oversight .
- Attendance and engagement: Board met 18 times in 2024 with no Director under 75% attendance; committees met regularly (Audit 4; G&C 4; JTC 13), indicating active governance cadence .
- Compensation alignment: Director pay is cash-only with standard retainers/meeting fees and no equity/incentive plans, limiting performance linkage; Baron’s $80,000 FY 2024 reflects midyear appointment/pro-ration .
- Ownership “skin-in-the-game”: Baron holds 8,404 shares with a $50,001–$100,000 dollar range and under 1% of outstanding—meaningful, but small absolute stake for alignment .
- Potential conflicts: Board confirms independence and absence of Advisor/affiliate relationships for Baron; no related-party transactions disclosed involving him—co-investment and Advisor relationships are system-level BDC frameworks .
- RED FLAGS: Hedging is not expressly prohibited under codes of ethics, which can weaken alignment; attention warranted on policy evolution given best-practice trends .
Overall signal: Baron’s PE/banking expertise and Audit Committee “financial expert” designation bolster TCPC’s governance competency, with broad committee coverage and satisfactory attendance; alignment could be improved through formal stock ownership guidelines or explicit anti-hedging policies .