Maureen Usifer

About Maureen K. Usifer

Independent Director of BlackRock TCP Capital Corp. (TCPC); Audit Committee Chair; member of the Governance & Compensation Committee and Joint Transactions Committee. Year of birth: 1960; appointed to TCPC’s Board in 2024 following TCPC’s merger with BlackRock Capital Investment Corporation (BCIC) where she had served since 2005 . Education: B.S. in business (St. Michael’s College) and MBA in Finance (Clarkson University) . Prior roles include CFO of Seventh Generation (2012–2016) and multiple senior finance roles at Church & Dwight (1996–2012) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ms. Usifer is independent under the 1940 Act and NASDAQ standards; no relationships with the Advisor or affiliates other than her director roles and any pari passu investments on the same terms as other stockholders .
• Committee assignments and expertise:
  • Audit Committee Chair; all members are independent and designated “audit committee financial experts” (Reg S-K Item 407(d)(5)); committee met 4 times in FY2024 .
  • Governance & Compensation Committee member; committee met 4 times in FY2024; oversees director nominations and officer compensation determinations/recommendations (officers are not paid by TCPC) .
  • Joint Transactions Committee member; committee met 13 times in FY2024; approves private placement allocations under SEC exemptive orders .
• Attendance: Board met 18 times in FY2024; no incumbent Director attended less than 75% of Board and committee meetings; all then-Directors attended the 2024 Annual Meeting virtually .
• Shareholder voting (2025 Annual Meeting):
  • Director election votes for Ms. Usifer: For 36,728,274; Withheld 4,397,212; Broker non-votes 0 .
  • Proposal to authorize share sales below NAV: initially adjourned due to insufficient votes ; subsequently approved on June 18, 2025 (For 31,463,046; Against 10,703,383; Withheld 2,295,219; 0 broker non-votes; affiliated shares adjustment provided) .

Fixed Compensation

• Structure (Independent Directors):
  • Annual retainer: $110,000
  • Lead Independent Director premium: $20,000
  • Audit Committee Chair premium: $15,000
  • Governance & Compensation Committee Chair premium: $5,000
  • Meeting fees: $5,000 per Board/committee meeting attended physically or via Webex; $5,000 per regular meeting via telephone; $1,000 per special meeting via telephone
  • Reimbursement of out-of-pocket meeting expenses
• FY2024 fees actually earned (cash-only; no director equity plans):

  Director	FY2024 Fees Earned (Cash)
  Maureen K. Usifer	$88,000

  • Company does not maintain stock or option plans, non-equity incentive plans, or pension plans for directors .

Performance Compensation

• Directors do not receive performance-based compensation. No equity awards, options, PSUs/RSUs, or performance metrics apply to non-employee directors; no director stock/option plan exists .

Other Directorships & Interlocks

The Board uses a Joint Transactions Committee to mitigate allocation conflicts under SEC exemptive relief; Audit Committee and independent counsel support broader risk oversight .

Expertise & Qualifications

• Deep finance and audit oversight: Audit Committee Chair across multiple BDCs/funds; designated audit committee financial expert at TCPC .
• Operating finance leadership: CFO experience (Seventh Generation) and multifaceted finance roles at Church & Dwight .
• Regulatory/public sector experience: Vermont Green Mountain Care Board member (healthcare cost oversight) .
• Education: B.S. business; MBA in Finance .

Equity Ownership

Governance Assessment

• Strengths:
  • Independent director with chair role on Audit; designated financial expert; strong operating finance background enhances audit quality .
  • High engagement: Board and committees met frequently in FY2024; no sub-75% attendance; shareholder support for Usifer’s election (36.7M For; 4.4M Withheld) .
  • Robust committee architecture: Joint Transactions Committee addresses co-investment allocations; governance processes formalized via charters .
• Potential risks and red flags:
  • Hedging not expressly prohibited for Directors/Senior Officers, which can undermine alignment if used; monitoring advisable .
  • Multiple roles across BlackRock-affiliated BDCs/funds (BDLC, BPCF) raise affiliated-transaction sensitivities; mitigated by exemptive relief conditions and independent approvals but still an optics risk .
  • Director compensation is cash-only without annual equity grants, which may limit automatic ownership accretion; alignment depends on voluntary share ownership (Usifer holds 23,502 shares; >$100k value) .

Shareholder vote dynamics: The below-NAV issuance proposal ultimately passed after adjournment, signaling investor acceptance of balance sheet flexibility despite dilution risks; Board explicitly acknowledged advisor fee implications tied to proceeds deployment, underscoring need for ongoing independent oversight .