Wolfgang Leoni
About Wolfgang Leoni
Dr. Wolfgang Leoni (age 68) is an Independent Director of The European Equity Fund, Inc. (EEA) and has served on the Board since 2017. He is an independent consultant and previously held senior investment management roles including CEO of Sal. Oppenheim Jr. & CIE. Komplementär AG and CIO roles at several German asset managers; he also serves on the boards of EEA’s sister closed‑end funds within the DWS complex (CEE and GF). His beneficial ownership in EEA was 1,622 shares as of May 16, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HQ Asset Management GmbH | Managing Director | 2018–2022 | Senior leadership in asset management (bio disclosure). |
| Sal. Oppenheim Jr. & CIE. Komplementär AG (private bank) | Chief Executive Officer | 2013–2017 | Led bank; concurrently Chairman, Sal. Oppenheim Jr. & CIE. Luxembourg S.A. (2013–2017). |
| Sal. Oppenheim Jr. & CIE. Komplementär AG | Chief Investment Officer; Management Board member | 2009–2013 | Senior investment oversight. |
| Oppenheim Kapitalanlagegesellschaft mbH | Managing Director/CIO | 2007–2009 | Investment management leadership. |
| Lupus Alpha Alternative Solutions GmbH | Managing Director/CIO | 2006 | Alternatives investment leadership. |
| DEKA Investment GmbH | Managing Director/CIO; management board member | 1996–2006 | CIO (2002–2006) and earlier management roles. |
| EEA Board (legacy) | Valuation Committee Chair; Executive Committee member | FY2019/FY2018 (proxy year 2020) | Chaired Valuation; member, Executive Committee. |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| The Central and Eastern Europe Fund, Inc. (CEE) | Director | 2017 | SEC‑reporting fund within same family. |
| The New Germany Fund, Inc. (GF) | Director | 2017 | SEC‑reporting fund within same family. |
| DWS “Family of Investment Companies” context | — | — | Family comprises CEE, EEA, GF; related by same adviser/administrator. |
Board Governance
- Committee assignments (current): Audit Committee member; Nominating & Governance Committee member; Advisory & Valuation Committee member. Chairs are Ms. Flannery (Audit), Dr. Hatje (N&G), and Mr. Koepp (Advisory & Valuation). The Audit Committee met four times in the past fiscal year.
- Independence: The Nominating & Governance Committee concluded each Director other than Ms. Uzcan is independent; Dr. Leoni is therefore classified as independent. All members of the three standing committees are not “interested persons.”
- Attendance and engagement: The Board held four regular meetings in the past fiscal year. Dr. Leoni’s attendance was below 75% due to illness affecting one Board meeting and related committee sessions; he attended all other meetings and has attended all meetings to date in 2025, with the expectation to attend all remaining meetings.
- Years of service on EEA Board: Director since 2017 (Class III).
- Structural governance: Effective May 9, 2025, the Board discontinued the Executive Committee; the Board maintains three standing committees (no compensation committee given the Fund has no employees).
- Board declassification: 2025 proxy seeks stockholder approval to eliminate the classified board (Proposal No. 3).
Fixed Compensation
| Component | Amount/Detail | Period |
|---|---|---|
| Annual Director fee (independent; non‑DWS employees) | $16,333 | As disclosed in 2025 proxy (current policy). |
| Chair retainers | Chair of Board & Advisory/Valuation: $8,000; Audit Chair: $1,333; Nominating & Governance Chair: $1,000 | 2025 proxy (current policy). |
| Aggregate compensation from EEA (Leoni) | $9,297.21 | Fiscal year ended Dec 31, 2024. |
| Total compensation from Fund Complex (Leoni) | $38,024.49 | Calendar year 2024. |
| Pension/retirement benefits | None provided by the Fund | 2025 proxy. |
| Legacy fee schedule (historical) | $8,000 annual fee + $1,167 per Board meeting + $917 per Committee meeting; Audit Chair $4,000; Advisory Chair $3,000; N&G Chair $3,000; Lead Independent $2,000 | 2020 proxy (for context on prior structure). |
Performance Compensation
| Item | Disclosure | Notes |
|---|---|---|
| Performance‑based cash bonus | Not disclosed | Director comp described as fixed fees/retainers. |
| Equity awards (RSUs/PSUs) | Not disclosed | No equity awards listed in director comp section. |
| Option awards | Not disclosed | No options listed in director comp section. |
| Performance metrics tied to pay (TSR, EBITDA, ESG, etc.) | Not disclosed | No performance metrics referenced for director pay. |
| Clawbacks/COC/severance for directors | Not disclosed | Typical for closed‑end fund directors; none cited. |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| The Central and Eastern Europe Fund, Inc. (CEE) | SEC‑reporting closed‑end fund | Director | Same adviser/administrator as EEA (family context). |
| The New Germany Fund, Inc. (GF) | SEC‑reporting closed‑end fund | Director | Same adviser/administrator as EEA (family context). |
Expertise & Qualifications
- Senior executive and CIO track record across European asset managers and private banking (CEO of Sal. Oppenheim Jr. & CIE. Komplementär AG; prior CIO posts at DEKA, Oppenheim KAG, Lupus Alpha), bringing deep investment and risk oversight experience to EEA’s Audit and valuation processes.
- Multi‑fund board experience across EEA, CEE, and GF, supporting cross‑fund governance coordination and subject‑matter familiarity in closed‑end fund operations.
Equity Ownership
| Date (as of) | Shares Beneficially Owned | Dollar Range in EEA | Aggregate $ Range across Family (CEE/EEA/GF) |
|---|---|---|---|
| May 16, 2025 | 1,622 | $10,001–$50,000 | $10,001–$50,000 |
| April 30, 2021 | 1,219 | — | — |
| April 30, 2020 (dollar range valuation date) | — | $0–$10,000 | $10,001–$50,000 |
| March 31, 2017 | 0 | — | — |
Notes: 2025 proxy reports total directors/executives as a group owned 3,930 EEA shares (<1% of outstanding). Dollar ranges are proxy‑standard bands (valuation dates as disclosed).
Governance Assessment
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Strengths
- Independent status and broad investment oversight experience; serves on all three standing committees (Audit; Nominating & Governance; Advisory & Valuation), aligning skills with key risk and valuation oversight areas.
- Board pursuing declassification in 2025, a shareholder‑friendly reform; Executive Committee discontinued in May 2025, simplifying governance and keeping only independent‑director committees.
- Audit Committee independence and literacy affirmed; committee met four times; no non‑audit services not pre‑approved; EY appointed auditor for FY2025.
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Concerns / Watch Items
- RED FLAG: Attendance below 75% in the past fiscal year due to illness affecting one set of meetings; management notes full attendance otherwise and year‑to‑date 2025. Monitor sustained attendance.
- Historical independence concern: In 2020, Dr. Leoni was deemed an “interested” Director due to ownership of securities of the indirect majority owner of EEA’s investment adviser; current proxy now classifies him as independent—improved, but noteworthy history.
- Ownership alignment: Reported ownership is within the $10,001–$50,000 dollar range for EEA and for the family; no stated share‑ownership guideline for directors disclosed.
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Compensation Structure Signals
- Fixed cash retainer model with modest chair retainers; no equity or performance‑based elements disclosed—limits pay‑for‑performance alignment but reduces risk of misaligned incentives for a closed‑end fund structure.
- Historical fees were lower and meeting‑based (2020), now simplified to a flat annual fee—streamlines compensation, though Leoni’s 2024 aggregate compensation from EEA was $9,297.21 (below the stated annual fee, likely reflecting timing/eligibility), and $38,024.49 across the Fund Complex.
-
Related‑Party/Conflicts
- No related‑party transactions disclosed for Dr. Leoni in the 2025 proxy; prior “interested” designation (2020) stemmed from ownership ties to the parent of the adviser—a historical conflict now resolved per current independence finding.
Board Governance (Detail)
| Governance Element | Current Status |
|---|---|
| Committees | Audit (member); Nominating & Governance (member); Advisory & Valuation (member). |
| Committee Chairs | Audit: Flannery; N&G: Hatje; Advisory & Valuation: Koepp. |
| Independence | Independent (all directors except Ms. Uzcan). |
| Attendance | <75% in FY2024 due to illness affecting one Board/Committee meeting set; otherwise attended; YTD 2025 full attendance and expects full‑year attendance. |
| Meeting cadence | Four regular Board meetings in FY2024; Audit met four times; Advisory & Valuation met twice; N&G met three times. |
| Committee structure change | Executive Committee discontinued effective May 9, 2025. |
Overall: Leoni brings deep European investment leadership and valuation oversight experience; current independence and comprehensive committee participation support board effectiveness. Key monitoring items are sustained attendance going forward and continued clarity on any potential indirect ties to the adviser (historically noted but no longer applicable per 2025 proxy).