Philip Tseng
BlackRock TCP CapitalAbout Philip Tseng
Philip Tseng serves as Chair of the Board of Directors, Chief Executive Officer, and Co-Chief Investment Officer of BlackRock TCP Capital Corp. (TCPC), having been a Director since 2021, President from 2021–2024, and elevated to Chair/CEO/Co-CIO in 2024 . He is a senior leader in BlackRock’s Global Private Debt Platform and Head of U.S. Private Capital (USPC), overseeing investment committees, processes, talent, risk management, and performance across the Company and related vehicles . Tseng was born in 1976 and holds an A.B. with honors in Economics from Harvard College and an M.B.A. from Harvard Business School . As of December 31, 2024, he beneficially owned 27,481 TCPC shares (<1% of shares outstanding), and he has been an active open-market buyer since, including March 21, 2025 (+10,000 shares; total 38,587) . The company noted its stock traded at both premium and discount to NAV in 2023–2025; on March 26, 2025, the closing price of $8.01 reflected a ~13.2% discount to the December 31, 2024 NAV of $9.23 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BlackRock Global Private Debt / USPC | Head of US Private Capital; Co-CIO; Co-Chair of Investment Committee | 2018–present | Oversees business and investment strategy, investment committees, processes, talent, risk and performance across BDCs, commingled funds, SMAs, and middle-market CLOs . |
| Tennenbaum Capital Partners (TCP) | Managing Partner | Pre-2018–2018 | Led credit investing; platform acquired by BlackRock in 2018, forming core of BlackRock USPC . |
| Credit Suisse First Boston; Deutsche Banc Alex Brown | Equity Research and Investment Banking | Prior to TCP | Foundational experience in capital markets and research before TCP leadership roles . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AutoAlert | Chairman | Current | Ongoing board leadership role outside TCPC . |
| First Advantage | Director | Prior | Prior board experience; information services . |
| ITC DeltaCom | Director | Prior | Prior telecom board seat . |
| Connexity Inc. | Director | Prior | Prior digital marketing/data board seat . |
| Anacomp, Inc. | Director | Prior | Prior document management/data services board seat . |
Fixed Compensation
- Officers (including CEO) receive no direct compensation from the Company; compensation is paid by the external Advisor or affiliates, with certain administrative costs reimbursable by TCPC .
- As an Interested Director, Tseng receives no director cash fees from TCPC .
| Component | Amount / Terms | Source |
|---|---|---|
| Company-paid base salary (CEO) | Not paid by TCPC; paid by Advisor | |
| Company-paid director cash fees | $0 (Interested Directors not compensated) |
Independent Director fee schedule (context for board compensation governance):
| Fee Type | Amount | Source |
|---|---|---|
| Annual retainer (Independent Directors) | $110,000 | |
| Lead Independent Director supplement | $20,000 | |
| Audit Chair supplement | $15,000 | |
| Governance & Compensation Chair supplement | $5,000 | |
| Per meeting (Board/Committee via Webex) | $5,000 | |
| Per meeting (telephone – regular) | $5,000 | |
| Per meeting (telephone – special) | $1,000 |
Performance Compensation
- Not disclosed by TCPC for officers; as an externally managed BDC, incentive compensation and performance metrics are set and paid by BlackRock (Advisor), not TCPC, and are not detailed in the proxy .
- TCPC’s codes of ethics do not expressly prohibit hedging transactions by Directors or Senior Officers, a potential alignment consideration .
Equity Ownership & Alignment
| Item | Detail | Date | Source |
|---|---|---|---|
| Beneficial ownership (Tseng) | 27,481 shares (<1%) | 12/31/2024 | |
| Shares outstanding | 85,077,297 | 03/26/2025 (Record Date) | |
| Insider open-market buy | +15,000 shares (Director/President) | 09/10/2024 | |
| Insider open-market buy | +10,000 shares @ $7.74; holdings 38,587 | 03/21/2025 | |
| Hedging policy | Codes do not expressly prohibit hedging | Proxy 2025 | |
| Pledging disclosure | Not disclosed | — |
Alignment takeaways: direct Company equity grants, vesting schedules, options, and pledging details are not disclosed; however, recent insider purchases by Tseng and other senior officers indicate net insider accumulation rather than selling pressure .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Employment at Company | Officer compensation paid by Advisor; officers do not receive direct TCPC pay | |
| Severance / Change-of-control | Not disclosed in proxy | |
| Clawbacks / Gross-ups | Not disclosed in proxy | |
| Non-compete / Non-solicit / Garden leave | Not disclosed in proxy | |
| Indemnification | Directors/officers indemnified except for willful misfeasance, bad faith, gross negligence, reckless disregard; good-faith and criminal proceeding limitations apply | |
| Codes and hedging policy | Codes apply to Directors and Senior Officers; hedging not expressly prohibited |
Board Governance and Service
- Dual-role and independence: Tseng is an Interested Director (employed by Advisor) and serves as Chair and CEO; Board determined all other Directors are independent under 1940 Act and NASDAQ standards and appointed a Lead Independent Director (Eric J. Draut) to coordinate independent oversight and preside over executive sessions .
- Committee structure: All committees are composed of Independent Directors. Audit Committee (Chair: Maureen K. Usifer) met 4 times in FY 2024; Governance and Compensation Committee (Chair: Andrea L. Petro) met 4 times; Joint Transactions Committee met 13 times .
- Board activity/attendance: The Board met 18 times in FY 2024; no Director attended fewer than 75% of aggregate Board and committee meetings; all Directors attended the 2024 annual meeting virtually .
- Governance rationale for Interested Chair: Board cited benefits of a Chair familiar with portfolio and Advisor operations for efficient mobilization of resources; Lead Independent Director role provides counterbalance .
Performance Context
| Metric | Period | Detail | Source |
|---|---|---|---|
| Stock price vs NAV | 03/26/2025 | Close $8.01; ~13.2% discount to 12/31/2024 NAV $9.23 | |
| Trading dynamics | 2023–2025 | Shares traded at both discounts and premiums to NAV across quarters |
Notably, Proposal II seeks stockholder authorization to sell common shares below NAV for 12 months, with conditions including Independent Director approvals and 25% cap per sale date; the Board acknowledges such issuances benefit the Advisor via incremental management fees on new equity capital .
Investment Implications
- Alignment: Externally managed structure limits transparency on CEO pay-for-performance specifics, but Tseng’s insider purchases in Sep 2024 (+15,000) and Mar 2025 (+10,000; total 38,587) signal confidence and reduce immediate insider selling risk .
- Governance mitigants: Dual Chair/CEO role is offset by a majority-independent Board, fully independent committees, and a Lead Independent Director overseeing executive sessions .
- Potential red flags: Codes do not expressly prohibit hedging by Directors/Senior Officers, which can weaken alignment; and Board disclosure notes that sub-NAV equity issuances would benefit the Advisor via added fees, introducing possible incentive misalignment if capital raises are pursued in adverse markets .
- Ownership: Tseng’s direct ownership remains <1% of shares outstanding per proxy, but trending upward via open-market buys; lack of disclosed pledging or equity award vesting from TCPC reduces forced-sale overhang, with most comp likely tied to Advisor policies .
- Execution track record: Tenure includes integration of BlackRock Capital Investment Corporation into TCPC in March 2024, with Board and committee cadence remaining high post-merger—indicative of active oversight during platform consolidation .