Bernhard Koepp
About Bernhard Koepp
Bernhard Koepp (age 59) serves as Chairman of the Board and a continuing Class III Director of The European Equity Fund, Inc. (EEA) since 2024 and 2022, respectively; he is independent under the Investment Company Act standards and sits on key board committees. His background includes leadership in investment management and sell-side distribution: Managing Director at C.J. Lawrence, a Division of Apollon Wealth Management (since Feb 2025), CEO & Managing Member of Cyrus J. Lawrence LLC (2014–2025), Senior Managing Director at ISI Group Inc. (1999–2014), and roles at Deutsche Bank Securities and Deutsche Bank AG London (1989–1999). He beneficially owns 1,000 shares of EEA and reports an EEA dollar-range holding of $0–$10,000, with an aggregate $10,001–$50,000 across the EEA fund family.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ISI Group Inc. (RIA/broker-dealer) | Senior Managing Director | 1999–2014 | Distribution and asset management leadership |
| Deutsche Bank Securities | Director, Asset Management Products Group | 1993–1999 | Product and platform development |
| Deutsche Bank AG London | Structured Finance Manager | 1989–1993 | Structured finance execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.J. Lawrence, a Division of Apollon Wealth Management | Managing Director | Since Feb 2025 | Investment leadership |
| Cyrus J. Lawrence LLC (SEC-registered investment adviser) | CEO & Managing Member | 2014–2025 | Firm management; advisory oversight |
| The Central and Eastern Europe Fund, Inc. | Chairman; Director | Chairman since 2024; Director since 2022 | Board leadership; governance |
| The New Germany Fund, Inc. | Chairman; Director | Chairman since 2024; Director since 2022 | Board leadership; governance |
Board Governance
- Committee assignments: Audit Committee (member); Advisory & Valuation Committee (Chair); Nominating & Governance Committee (member). All members of these committees are independent under applicable standards. The Audit Committee met four times in FY2024; Advisory & Valuation met two times; Nominating & Governance met three times.
- Independence: The Nominating & Governance Committee concluded each Director other than Ms. Uzcan is independent; Audit Committee members meet Rule 10A-3 independence and are financially literate (Ms. Flannery designated audit committee financial expert).
- Attendance: The Board held four regular meetings in FY2024; each incumbent Director attended at least 75% of Board and relevant Committee meetings (except Dr. Leoni, who missed one meeting due to illness).
- Governance reform: Proposal to eliminate the classified board structure (declassify) was put to stockholders, a positive governance step.
- Compensation committee: None established (fund has no employees). Executive committee discontinued effective May 9, 2025.
| Committee | Role | Membership | Meetings (FY2024) | Independence status |
|---|---|---|---|---|
| Audit Committee | Member | Flannery (Chair), Hatje, Koepp, Leoni | 4 | All members independent per Rule 10A-3 |
| Advisory & Valuation Committee | Chair | Koepp (Chair), Flannery, Hatje, Leoni | 2 | Independent directors |
| Nominating & Governance Committee | Member | Hatje (Chair), Flannery, Koepp, Leoni | 3 | All members not “interested persons” |
Fixed Compensation
- Structure: EEA pays each independent Director an annual fee; travel expenses reimbursed (except DWS employees). Additional annual retainers for Board/committee chairs are specified. No pension or retirement benefits.
- Aggregate amounts: FY2024 compensation paid from EEA and total from the DWS fund complex are disclosed.
| Component | FY2024 Amount | Source/Notes |
|---|---|---|
| Aggregate compensation from EEA | $16,082.60 | Cash fee/retainers paid by EEA |
| Total compensation from DWS fund complex | $59,607.69 | Across EEA, CEE, New Germany Fund, etc. |
| Current Retainer Schedule (as disclosed) | Amount | Applicability |
|---|---|---|
| Annual Director fee | $16,333 | Independent Directors |
| Additional annual retainer — Chairman of the Board and Advisory & Valuation Committee | $8,000 | Chair roles as specified |
| Additional annual retainer — Audit Committee Chair | $1,333 | Audit Chair |
| Additional annual retainer — Nominating & Governance Chair | $1,000 | N&G Chair |
| Travel reimbursement | Actuals reimbursed | Except DWS Group employees |
| Pension/retirement benefits | None | Not provided |
Performance Compensation
| Metric | Target | Weight | Measurement Period | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | Director compensation is retainer-based; proxy does not disclose performance-linked metrics for Directors. |
Other Directorships & Interlocks
- Fund family interlock: EEA, The Central and Eastern Europe Fund, and The New Germany Fund share the same investment adviser and administrator and hold themselves out as related companies; Koepp serves as Chairman/Director across the family, indicating oversight interlocks.
| Company | Role | Since | Relationship |
|---|---|---|---|
| The Central and Eastern Europe Fund, Inc. | Chairman; Director | Chairman since 2024; Director since 2022 | Same adviser/administrator as EEA |
| The New Germany Fund, Inc. | Chairman; Director | Chairman since 2024; Director since 2022 | Same adviser/administrator as EEA |
Expertise & Qualifications
- Asset management and advisory leadership: Senior roles at ISI Group, Deutsche Bank Securities, and Deutsche Bank AG London; CEO/Managing Member at Cyrus J. Lawrence LLC; Managing Director at C.J. Lawrence (Apollon).
- Financial literacy: Board determined all Audit Committee members are financially literate; Ms. Flannery designated audit committee financial expert (committee peers share same duties).
- Cross-fund governance experience: Chair and Director roles across EEA’s sister funds.
Equity Ownership
| Holder | Shares Beneficially Owned (EEA) | Dollar Range in EEA | Aggregate Dollar Range Across Fund Family | As-of Date |
|---|---|---|---|---|
| Bernhard Koepp | 1,000 | $0–$10,000 | $10,001–$50,000 | May 16, 2025 |
| All Directors/Nominees/Officers (13 persons) | 3,930 total (<1% of outstanding) | — | — | May 16, 2025 |
Governance Assessment
- Committee leadership and coverage: Koepp chairs Advisory & Valuation and serves on Audit and Nominating & Governance, ensuring involvement in valuation, oversight, and director nomination processes; committees are fully independent.
- Independence and engagement: N&G Committee concluded independence for all Directors other than Ms. Uzcan; Koepp attended at least the 75% threshold with four Board meetings held in FY2024, supporting baseline engagement.
- Compensation alignment: Cash-only retainer structure with specified chair retainers; no pensions; no performance-based metrics disclosed for Directors, typical of closed-end fund governance.
- Ownership signal: Personal holding of 1,000 EEA shares and $0–$10,000 dollar range in EEA (aggregate $10,001–$50,000 across family) reflects skin-in-the-game but overall board group ownership is <1% of shares outstanding. Potential alignment consideration for investors.
- Auditor independence and oversight: Audit Committee reported no non-audit services not pre-approved and confirmed required PCAOB independence communications, a positive governance signal.
- Structural reform: Board proposed eliminating classified board structure, a shareholder-friendly governance enhancement.
RED FLAGS
- Low aggregate board ownership (<1% of outstanding) may be viewed as weak alignment for a closed-end fund where director holdings can signal confidence.
Notes
- EEA does not maintain a compensation committee due to having no employees; executive committee discontinued May 9, 2025.