Fiona Flannery
About Fiona Flannery
Fiona Flannery, 57, is an Independent Director of The European Equity Fund, Inc. (EEA) and has served since 2022 (Class II); she is nominated for re‑election at the June 30, 2025 annual meeting for a term running to the 2028 meeting if approved . She currently chairs the Audit Committee and is designated by the Board as an “audit committee financial expert,” reflecting prior CEO and risk leadership roles across banking and payments, including CEO of DEPFA Bank plc (2014–2022), Group CRO/Executive Director at DEPFA (2010–2014), and CEO of PFS Card Services Ireland (2022–2023) . She holds no beneficial ownership in EEA as of May 16, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PFS Card Services Ireland Limited | Chief Executive Officer | Oct 2022 – Dec 2023 | Payments/fintech operating experience |
| DEPFA Bank plc | Chief Executive Officer | Dec 2014 – Jun 2022 | Turnaround/risk oversight at regulated bank |
| DEPFA Group | Chief Risk Officer and Executive Director | Apr 2010 – Dec 2014 | Enterprise risk leadership |
| DEPFA Pfandbrief Bank International SA (Luxembourg) | Executive Director | Dec 2011 – Nov 2019 | Covered bonds/bank governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kefron Group (IT services) | Independent Non‑Executive Director | Dec 2023 – present | Technology/operations exposure |
| Siol School Trust (registered Irish charity) | Director/Trustee | Mar 2024 – present | Non‑profit governance |
Board Governance
- Independence: The Nominating & Governance Committee concluded all Directors except Ms. Hepsen Uzcan are independent; all committee members are non‑“interested persons” under the 1940 Act .
- Committees and roles:
- Audit Committee: Chair (members: Flannery, Hatje, Koepp, Leoni); met 4 times in FY2024; all members independent; Flannery designated as audit committee financial expert .
- Advisory & Valuation Committee: Member (Chair: Koepp); met 2 times in FY2024 .
- Nominating & Governance Committee: Member (Chair: Hatje); met 3 times in FY2024 .
- Board meetings and attendance: The Board held 4 regular meetings in FY2024; each incumbent Director attended at least 75% of Board/committee meetings except Dr. Leoni (illness); implication: Flannery met the 75% attendance threshold .
- Tenure on EEA board: Class II Director since 2022; nominee in 2025 to serve until 2028 if elected .
- Declassification and accountability: Following stockholder approval of a 2024 proposal to declassify the Board, the Board placed a charter amendment on the 2025 ballot to eliminate classification over three years, completing in 2028 if approved .
- Compensation committee: Not established (Fund has no employees) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer (EEA) | $16,333 | Paid to each non‑interested Director; travel expenses reimbursed . |
| Audit Committee Chair Retainer | $1,333 | Additional annual fee for Audit Chair (Flannery) . |
| Nominating & Governance Chair Retainer | $1,000 | Not applicable to Flannery (Hatje is Chair) . |
| Board Chair & Advisory & Valuation Chair Retainer | $8,000 | Not applicable to Flannery (Koepp is Chair) . |
| Pension/Retirement Benefits | None | No pension or other retirement benefits provided to Directors . |
| Aggregate Compensation from EEA (FY2024 actual) | $12,345.02 | Reported paid by EEA to Flannery for FY2024 . |
| Total Compensation from Fund Complex (CY2024) | $51,234.98 | Across EEA, The Central and Eastern Europe Fund, and The New Germany Fund . |
Note: The proxy states the standard annual retainers and separately discloses actual FY2024 compensation paid; differences can reflect timing/panel composition across the Fund Complex .
Performance Compensation
| Metric | Structure | Detail |
|---|---|---|
| Equity Awards (RSUs/PSUs/Options) | Not disclosed | No equity‑based director compensation disclosed in the proxy . |
| Bonus/Meeting Fees | Not disclosed | Proxy specifies annual retainer and chair retainers; no meeting fees disclosed . |
| Performance Metrics (TSR, EBITDA, ESG) | Not applicable | No performance‑based director compensation described . |
| Clawbacks/COC/Severance/Tax Gross‑ups | Not disclosed | No such director provisions disclosed in proxy . |
Other Directorships & Interlocks
| Company | Role | Since | Notes |
|---|---|---|---|
| The Central and Eastern Europe Fund, Inc. | Director | 2022 | Same adviser/administrator (DWS) as EEA; independent status maintained per governance determinations . |
| The New Germany Fund, Inc. | Director | 2022 | Same adviser/administrator (DWS) as EEA; independent status maintained . |
Expertise & Qualifications
- Designated audit committee financial expert; Board determined she meets SEC requirements; financially literate .
- Senior leadership and risk credentials: CEO DEPFA Bank plc (2014–2022), Group CRO/Executive Director DEPFA (2010–2014), CEO PFS Card Services Ireland (2022–2023) .
- Current non‑executive roles in technology services (Kefron) and non‑profit governance (Siol School Trust) broaden operational and oversight perspective .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 0 (None) . |
| Shares Outstanding (as of record date) | 6,725,724.50 . |
| Ownership as % of Outstanding | 0.00% (0 / 6,725,724.50) . |
| Dollar Range of EEA Holdings | None . |
| Shares Pledged/Hedging | Not disclosed in director ownership tables . |
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | — | — | — | No insider transactions for Flannery are disclosed in the proxy; Section 16(a) compliance notes show late filings for two others (Kircher Form 3; Koepp Form 4), none for Flannery . |
Governance Assessment
-
Strengths
- Audit Committee leadership: As Audit Chair and an SEC‑defined financial expert, Flannery anchors financial reporting, auditor oversight, and risk discussions; Audit met four times in FY2024, indicating active oversight .
- Independence and engagement: Determined independent; met at least the 75% attendance threshold alongside most peers .
- Shareholder responsiveness: Board is advancing declassification after 2024 shareholder support, improving annual accountability of all directors by 2028 if approved .
-
Potential concerns / RED FLAGS
- Ownership alignment: Flannery holds no EEA shares (0% ownership); while the Board notes historic German tax considerations, EEA elected into the German Investment Tax Act regime and “encourages all Directors…to invest,” yet she remains uninvested as of May 16, 2025 .
- Interlocks within adviser complex: Concurrent directorships at two DWS‑advised funds (CEE, GF) can create perceived closeness to the adviser, though independence is affirmed under the 1940 Act and Board governance policies .
- Compensation structure transparency: Cash retainers are modest and disclosed, but there is no explicit disclosure of equity or performance‑linked pay (typical for closed‑end funds), limiting pay‑for‑performance alignment with shareholders .
-
Other observations
- No compensation committee (Fund has no employees), which is standard for closed‑end fund boards; committee oversight of nominations/governance and audit is active with published charters .
- Section 16 compliance: No delinquent filings cited for Flannery in 2024; delinquencies noted only for the Deputy AML Officer (Form 3) and the Board Chair (Form 4), both corrected .
Overall: Flannery’s deep banking/risk background and Audit Chair role support board effectiveness; the primary investor‑alignment gap is zero share ownership. The ongoing declassification initiative is a positive governance signal that should increase director accountability over time .