Karen Leets
BlackRock TCP CapitalAbout Karen Leets
Karen L. Leets (year of birth: 1956) is an Independent Director of BlackRock TCP Capital Corp. (TCPC) since October 2022, serving on the Audit Committee, Governance & Compensation Committee, and Joint Transactions Committee; she is also a Director of BlackRock Direct Lending Corp. . Leets is Senior Vice President and Treasurer of Baxter International (2019–present), previously Assistant Treasurer at Google (2017–2018) and VP & Treasurer at Kimberly-Clark (2013–2017), with prior treasury roles at McDonald’s and USG; she is a CPA (Illinois) and holds a B.S. in Accounting and an MBA from Indiana State University Scott School of Business . The Board determined she is independent under the 1940 Act and NASDAQ standards; executive sessions of independent directors are presided over by the Lead Independent Director (Eric J. Draut) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baxter International Inc. | Senior Vice President & Treasurer | 2019–present | Treasury leadership; financial and accounting expertise supporting Audit oversight |
| Google LLC | Assistant Treasurer | 2017–2018 | Treasury leadership; financial expertise |
| Kimberly-Clark Corporation | Vice President & Treasurer | 2013–2017 | Treasury leadership; financial expertise |
| McDonald’s Corporation | Treasury roles | Prior to 2013 (dates not specified) | Treasury experience |
| USG Corporation | Treasury roles | Prior to 2013 (dates not specified) | Treasury experience |
| Coopers & Lybrand (PwC) | Public accountant | 8 years (early career) | CPA credential; accounting rigor |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| BlackRock Direct Lending Corp. | Director | 2023–present | BlackRock-advised BDC; interlock within BlackRock private credit complex |
| Other public/investment company directorships | None | — | No other directorships disclosed |
Board Governance
- Committee memberships: Audit; Governance & Compensation; Joint Transactions .
- 2024 committee composition: Audit (Leets, Petro, Usifer—Chair, Baron, Draut; all members “audit committee financial expert”); Governance & Compensation (Leets, Petro—Chair, Usifer, Baron, Draut); Joint Transactions (Leets, Petro, Usifer, Baron, Draut) .
- 2023 composition: Audit (Leets, Petro, Draut, Reiss—Chair, Schwab); Governance & Compensation (Leets, Petro, Draut, Reiss, Schwab—Chair); Joint Transactions (Leets, Petro, Draut, Reiss, Schwab) .
- Independence: Board determined all Directors other than the Interested Director (2025: Philip Tseng; previously Rajneesh Vig) are independent under the 1940 Act and NASDAQ standards .
- Attendance and engagement:
- Board met 18 times in FY 2024; no director attended less than 75% of Board and committee meetings; all attended the 2024 Annual Meeting virtually .
- Board met 9 times in FY 2023; no director <75%; all attended the 2023 Annual Meeting virtually .
- FY 2022: Board met 4 times; note Leets did not attend meetings prior to her appointment effective October 27, 2022 .
- Executive sessions: Lead Independent Director (Draut) presides at executive sessions of the independent directors .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Leets) | $208,500 | $160,000 |
| Director Compensation Structure Element | Amount |
|---|---|
| Annual retainer (Independent Director) | $110,000 per year |
| Meeting fee (Board/committee, physical/Webex) | $5,000 per meeting |
| Meeting fee (regular via telephone) | $5,000 per meeting |
| Meeting fee (special via telephone) | $1,000 per meeting |
| Lead Independent Director fee | $20,000 per year |
| Audit Committee Chair fee | $15,000 per year |
| Governance & Compensation Chair fee | $5,000 per year |
The Company does not maintain a stock or option plan, non‑equity incentive plan or pension plan for its directors .
Performance Compensation
| Component | Status |
|---|---|
| Bonus | Not applicable; no non‑equity incentive plan for directors |
| Stock awards (RSUs/PSUs), options | Not applicable; no stock/option plan for directors |
| Performance metrics tied to compensation (TSR, EBITDA, etc.) | None disclosed for directors; cash fees only |
| Clawbacks/COC/severance for directors | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Interlock Type | Governance Mitigation |
|---|---|---|---|
| BlackRock Direct Lending Corp. | Director | BlackRock‑advised BDC; potential for joint deal flow | TCPC’s Joint Transactions Committee approves allocation of certain private placement transactions per SEC exemptive orders |
Expertise & Qualifications
- CPA (Illinois); Audit Committee financial expert designation applies to all Audit Committee members in 2024, including Leets .
- Deep treasury and corporate finance experience across Baxter, Google, Kimberly‑Clark, McDonald’s, USG, and prior public accounting at Coopers & Lybrand (PwC) .
- Education: B.S. in Accounting and MBA, Indiana State University Scott School of Business .
Equity Ownership
| As‑of Date | Shares Beneficially Owned | Percent of Class | Dollar Range |
|---|---|---|---|
| 2023‑03‑27 | — | — | None |
| 2024‑03‑27 | — | — | None |
| 2024‑12‑31 (reported in 2025 proxy) | 4,700 | * (<1%) | $10,001–$50,000 |
Hedging transactions in Company securities are not expressly prohibited by the Company’s codes of ethics and business conduct, which is a potential alignment risk for directors and senior officers .
Governance Assessment
-
Strengths
- Independent status and service on key oversight committees (Audit; Governance & Compensation; Joint Transactions) support board effectiveness .
- High engagement: no <75% attendance and substantial 2024 meeting activity (18 board meetings) .
- Financial expertise (CPA; treasury) and Audit Committee “financial expert” designation strengthen oversight of accounting and reporting .
-
Alignment and Risks
- Limited equity alignment historically (no shares in 2023/2024; 4,700 shares as of 12/31/2024 with dollar range $10,001–$50,000) suggests modest “skin‑in‑the‑game” relative to cash retainers .
- Directors are compensated in cash only; absence of equity‑based director compensation and lack of ownership guidelines reduce direct shareholder alignment .
- Hedging not expressly prohibited for directors and senior officers presents an alignment red flag for investors focused on unhedged exposure .
- Interlocks within BlackRock BDCs can create perceived conflicts in deal allocation; TCPC mitigates via a Joint Transactions Committee operating under SEC exemptive orders .
-
Independence and Conflicts
- Board annually confirms independence; Leets is independent under 1940 Act and NASDAQ standards .
- No related‑party transactions disclosed specific to Leets; prior proxies highlight certain independent directors’ commitments to Advisor‑advised private funds, but no such commitments are disclosed for Leets .