Hepsen Uzcan
About Hepsen Uzcan
Hepsen Uzcan, age 50, serves as Chief Executive Officer and President of The European Equity Fund, Inc. (EEA) since 2017 and is a Class I Director on the Fund’s Board since 2020. She is a Managing Director at DWS and currently the CEO of the Americas (since 2024), with prior leadership roles including Head of Product Americas and Head of U.S. Mutual Funds (since 2021) and Head of Fund Administration (since 2017). She is classified as an “interested” director due to her officer role and ownership of securities of DWS Group/Deutsche Bank (including via deferred compensation), and she does not beneficially own shares of EEA as of May 16, 2025. EEA pays no compensation to interested directors or officers and has no employees; Board met four times in the past fiscal year.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DWS Group | CEO of the Americas | Since 2024 | Not disclosed |
| DWS Group | Head of Product Americas | Since 2021 | Not disclosed |
| DWS Group | Head of U.S. Mutual Funds | Since 2021 | Not disclosed |
| DWS Group | Head of Fund Administration | Since 2017 | Not disclosed |
| DWS Group | Head of Americas CEO Office | 2023–2024 | Not disclosed |
| DWS USA Corporation | Secretary (prior), Director (current) | Secretary 2018–2023; Director since 2023 | Not disclosed |
| DWS Investment Management Americas, Inc. | Assistant Secretary (prior), Director & Vice President (current) | Assistant Secretary 2018–2023; Director & VP since 2023 | Not disclosed |
| DWS Distributors, Inc. | Assistant Secretary | 2018–2023 | Not disclosed |
| DWS Trust Company | Assistant Clerk | 2020–2023 | Not disclosed |
External Roles
| Organization | Role | Years | Committee Roles / Notes |
|---|---|---|---|
| DBX Advisors, LLC | Trustee | Since 2023 | Not disclosed |
| Cayman Real Assets Fund, Ltd. | Director | Since 2018 | Not disclosed |
| Cayman Commodity Fund II, Ltd. | Director | Since 2018 | Not disclosed |
| DWS Service Company | Director & Vice President | Since 2018 | Not disclosed |
| ICI Mutual Insurance Company | Director | Since 2020 | Not disclosed |
| Episcopal Charities of New York | Director | Since 2018 | Not disclosed |
Fixed Compensation
EEA does not pay compensation to interested directors (including Ms. Uzcan) or to officers. Compensation for independent directors only is reported; therefore, Ms. Uzcan’s aggregate compensation from EEA for FY 2024 is $0.
| Person | FY 2024 Aggregate Compensation from EEA | Notes |
|---|---|---|
| Hepsen Uzcan | $0 | Fund pays no compensation to interested directors or officers |
Performance Compensation
No performance-based compensation (bonuses, RSUs/PSUs, options, or performance metrics) is paid by EEA to officers or interested directors; the Fund has no employees and does not maintain an executive pay program. Any compensation tied to Ms. Uzcan’s DWS roles is not disclosed in the EEA proxy.
Equity Ownership & Alignment
| Metric | As of | Value |
|---|---|---|
| Beneficial ownership of EEA common stock | May 16, 2025 | None |
| Dollar range of EEA equity | May 16, 2025 | None |
| Aggregate dollar range across family of investment companies | May 16, 2025 | None |
| Shares pledged as collateral | — | Not disclosed |
| Ownership guidelines and compliance | — | Not disclosed |
Notes:
- Ms. Uzcan is classified as an “interested person” due to her officer role in the Fund and ownership of DWS/Deutsche Bank securities (including via deferred compensation).
Employment Terms
| Term | Detail |
|---|---|
| EEA Officer role | Chief Executive Officer and President (formerly Assistant Secretary 2013–2020) |
| Start in current officer role | Since 2017 |
| Board service | Class I Director since 2020 |
| Officer election/term | Officers are elected annually by the Board at its meeting following the Annual Meeting |
| Employment agreement / severance | Not disclosed in EEA proxy |
| Non-compete / non-solicit / garden leave | Not disclosed in EEA proxy |
| Post-termination consulting | Not disclosed in EEA proxy |
Board Governance
- Independence: Ms. Uzcan is an “interested” Director (not independent).
- Committee membership: EEA’s standing committees (Audit; Advisory & Valuation; Nominating & Governance) comprise only Independent Directors; Ms. Uzcan does not serve on these committees.
- Board meeting attendance: Board held four regular meetings in the past fiscal year; all incumbent Directors attended at least 75%, except Dr. Wolfgang Leoni.
- Board structure: Classified Board transitioning to annual elections; proposal approved to declassify over 2026–2028.
- Director compensation: EEA pays cash retainers to Independent Directors; interested Directors and officers receive no compensation from the Fund.
Director Compensation (for context; Independent Directors only)
EEA pays Independent Directors an annual fee of $16,333, with additional retainers for certain roles (Chairman: $8,000; Audit Chair: $1,333; Nominating & Governance Chair: $1,000). Ms. Uzcan, as an “interested” Director, receives no compensation.
Other Directorships & Interlocks
- Ms. Uzcan serves as CEO/President for various DWS US registered investment companies and holds several board/trustee roles across DWS entities and related funds; she also serves as Director of ICI Mutual Insurance Company and Episcopal Charities of New York. These roles reflect sponsor-affiliated responsibilities in the broader DWS/Deutsche Bank ecosystem.
Compensation Structure Analysis
- Guaranteed vs at-risk pay: EEA does not compensate officers or interested Directors; no cash or equity pay at the Fund level and no disclosed pay-for-performance program.
- Equity award modifications/repricings: None disclosed at EEA; the Fund does not grant executive equity.
- Clawbacks, tax gross-ups, deferred comp: Not disclosed for EEA; note indicates ownership of DWS/Deutsche Bank securities via deferred compensation plans, but amounts/terms not provided.
Risk Indicators & Red Flags
- Insider ownership/pledging/hedging: Ms. Uzcan holds no EEA shares; pledging/hedging not disclosed.
- Governance: Dual role as EEA President/CEO and Board Director makes her “interested”; all Board committees are composed solely of independent Directors, providing oversight separation.
- Section 16 compliance: Late filings noted for other individuals (Kircher Form 3; Koepp Form 4); no delinquency disclosed for Ms. Uzcan.
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: Not applicable; EEA does not compensate officers/interested Directors and has no compensation committee.
- Governance reforms: Shareholders approved declassification proposal in 2024; Board recommends amendment to eliminate classified structure over 2026–2028.
Compensation Peer Group
- Not disclosed/applicable for EEA executive compensation (no employees; no executive pay program).
Expertise & Qualifications
- Senior leadership across DWS’s Americas businesses and multiple fund governance roles (CEO of the Americas; product and mutual fund leadership; fund administration).
- Board service across registered investment companies and related entities (DBX Advisors; Cayman funds; DWS affiliates), plus non-profit and industry mutual insurance directorships.
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The European Equity Fund, Inc. | President & CEO; Director (Class I) | Officer since 2017; Director since 2020 | Officer role and Board service at EEA |
| DWS Group and affiliates | Multiple leadership and governance roles | Various (2017–present) | See Past/External Roles tables |
Compensation Committee Analysis
- EEA has no compensation committee; standing committees are Audit, Advisory & Valuation, and Nominating & Governance (independent-only composition).
Performance Compensation
No table provided—EEA does not pay performance-based compensation to officers/interested Directors, and no metrics/targets/payouts are disclosed.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| EEA beneficial ownership | None; dollar range None as of May 16, 2025 |
| Alignment considerations | “Interested” status via DWS/Deutsche Bank securities ownership and officer role; no EEA equity holdings |
Employment Terms
| Term | Detail |
|---|---|
| Officer election | Annual election by Board post Annual Meeting |
| Contract/severance | Not disclosed |
Investment Implications
- Alignment: Absence of EEA share ownership and lack of Fund-level compensation linkages mean limited direct pay-for-performance alignment with EEA market/NAV outcomes; oversight relies on independent committees and external adviser governance.
- Dual-role governance: Ms. Uzcan’s “interested” status (Fund officer and director, plus DWS/DB securities ownership) concentrates influence with the sponsor; however, all committees are independent-only, mitigating conflicts at the committee level.
- Trading signals: No insider ownership or grants at EEA imply no structural insider selling pressure; shareholder governance momentum (declassification) and presence of large holders may continue to drive governance outcomes and potentially discount/premium dynamics for the Fund rather than executive actions.
- Retention risk: Not assessable from EEA disclosures; officer roles are annually elected and compensation resides at DWS, with no employment/severance terms disclosed in EEA materials.