Bernhard Koepp
About Bernhard Koepp
Bernhard Koepp (age 59) is Chairman (since 2024) and a Continuing Class II Director (since 2022) of The New Germany Fund, Inc. (GF), and also Chairman and Continuing Class II Director of The Central and Eastern Europe Fund, Inc. (CEE) . He is an independent director per the Nominating and Governance Committee’s assessment . Koepp’s background spans investment management and sell-side leadership: Managing Director at C.J. Lawrence (a division of Apollon Wealth Management) since February 2025; CEO & Managing Member of Cyrus J. Lawrence LLC (2014–2025); Senior Managing Director at ISI Group Inc. (1999–2014); Director in Deutsche Bank Securities’ Asset Management Products Group (1993–1999); and Structured Finance Manager at Deutsche Bank AG London (1989–1993) . He beneficially owns 1,000 GF shares (dollar range $0–$10,000) and 1,000 CEE shares (dollar range $10,001–$50,000) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.J. Lawrence (Division of Apollon Wealth Management) | Managing Director | Feb 2025–present | Senior leadership in investment advisory |
| Cyrus J. Lawrence LLC (SEC-registered investment adviser) | CEO & Managing Member | 2014–2025 | Led advisory business; governance expertise |
| ISI Group Inc. (RIA/broker-dealer) | Senior Managing Director | 1999–2014 | Capital markets/product leadership |
| Deutsche Bank Securities | Director, Asset Management Products Group | 1993–1999 | Product/structuring for asset management |
| Deutsche Bank AG London | Structured Finance Manager | 1989–1993 | Structured finance execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The European Equity Fund, Inc. (SEC reporting) | Chairman (since 2024); Director (since 2022) | 2022–present | Within DWS fund complex interlock |
Board Governance
- Board structure: staggered three classes; Koepp serves as Continuing Class II Director at GF and CEE .
- Independence: Nominating and Governance Committee concluded all directors except Ms. Uzcan are independent; all current committee members are non-interested persons .
- Committee assignments (GF, current as of 2025):
- Audit Committee: Member; Chair is Ms. Flannery; all members independent and financially literate .
- Advisory & Valuation Committee: Chair (Koepp); oversees agreements and valuation/fair value determinations .
- Nominating & Governance Committee: Member; Chair is Dr. Hatje; manages director qualifications and governance policies .
- Executive Committee discontinued May 9, 2025 .
- Meeting frequency: Board typically meets 4 times per year; independent directors meet in executive sessions periodically .
- Attendance: In the past fiscal year, each incumbent director attended ≥75% of Board/Committee meetings except Dr. Leoni (illness); Koepp met the attendance threshold .
Committee Meetings – GF (oldest → newest)
| Committee | FY 2023 (per 2024 proxy) | FY 2024 (per 2025 proxy) |
|---|---|---|
| Audit Committee | 4 meetings | 4 meetings |
| Advisory Committee | 2 meetings | — (combined into Advisory & Valuation in 2024) |
| Valuation Committee | 1 meeting | — (combined into Advisory & Valuation in 2024) |
| Advisory & Valuation Committee | — | 2 meetings |
| Nominating & Governance Committee | 2 meetings | 3 meetings |
| Executive Committee | 0 meetings | Discontinued May 9, 2025 |
Fixed Compensation
- Fee structure moved from per-meeting to higher fixed annual retainers in 2025; chairs receive smaller specific stipends; no pensions/retirement benefits .
Director Fee Schedule by Fund (oldest → newest)
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual Director Fee (per Fund) | $8,000, plus $1,167 per Board meeting and $917 per Committee meeting ($500 for Advisory & Valuation meetings for non-members) | $16,333 annual fee; no per-meeting fees disclosed |
| Board Chairman Retainer (per Fund) | Not disclosed | $8,000 |
| Advisory & Valuation Committee Chair Retainer (per Fund) | Not disclosed | $8,000 |
| Audit Committee Chair Retainer (per Fund) | $4,000 | $1,333 |
| Nominating & Governance Committee Chair Retainer (per Fund) | $3,000 | $1,000 |
Aggregate Compensation – Bernhard Koepp (oldest → newest)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| CEE – Aggregate Compensation from Fund | $2,759 | $8,353.49 |
| GF – Aggregate Compensation from Fund | $24,480 | $35,171.60 |
| Total Compensation from Fund Complex | $36,895 | $59,607.69 |
Performance Compensation
- Equity awards (RSUs/PSUs), options, performance-based metrics, bonuses: not disclosed in the proxies for directors; directors are compensated via cash retainers and chair stipends; no equity compensation program is described; no pensions/retirement benefits are provided .
Performance-linked Components
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed | Not disclosed |
| Option awards | Not disclosed | Not disclosed |
| Performance metrics (e.g., EBITDA/TSR) | Not disclosed | Not disclosed |
| Bonuses/variable pay | Not disclosed | Not disclosed |
| Pensions/SERP | None | None |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| The European Equity Fund, Inc. | Chairman (since 2024); Director (since 2022) | Same DWS-advised fund complex; each current Director oversees 3 funds in the complex |
Expertise & Qualifications
- Financial markets and investment management leadership across RIAs and broker-dealers; senior structuring roles at Deutsche Bank; oversight capability in valuation and advisory agreements aligned with GF’s committee mandates .
- The Board determined each director, including Koepp, is qualified based on experience and service; independent legal counsel engaged as needed; annual board/committee self-evaluations .
Equity Ownership
| Holding | Shares | Dollar Range | % of Shares Outstanding |
|---|---|---|---|
| GF – Beneficially owned | 1,000 | $0–$10,000 | ≈0.006% (1,000 ÷ 16,179,779.95) |
| CEE – Beneficially owned | 1,000 | $10,001–$50,000 | Not disclosed |
- Aggregate dollar range across family of investment companies: $10,001–$50,000 .
- Pledging/hedging: Not disclosed in proxies.
- Stock ownership guidelines: Not disclosed.
Insider Filings/Trades
| Item | Detail | Status |
|---|---|---|
| Delinquent Section 16(a) | Late Form 4 filing by Bernhard Koepp; subsequently corrected | Corrected; noted in 2025 proxy |
Governance Assessment
-
Strengths:
- Independent director; chairs Advisory & Valuation Committee; sits on Audit and Nominating & Governance—positions that enhance oversight of valuation, audit independence, and board refreshment .
- Board meets quarterly; independent directors hold executive sessions; Audit Committee members financially literate; audit financial expert designated (Flannery) .
- Clear director qualification standards and conflict-of-interest definitions in bylaws; robust nomination process .
- Ownership alignment present, albeit modest; directors encouraged to invest given German Investment Tax Act election .
-
Watch items / red flags:
- Late Form 4 filing (corrected) is a minor compliance blemish; continued monitoring of Section 16 timeliness advisable .
- Personal share ownership is small relative to outstanding (~0.006% of GF), which may limit economic alignment, though typical for closed-end fund boards .
- Fee structure shifted to higher fixed cash retainers in 2024/2025 with reduced committee chair stipends; absence of equity or performance-based components means pay is not directly tied to fund performance .
Overall: Koepp’s chair role in Advisory & Valuation and service on Audit/Nominating & Governance supports board effectiveness in core oversight areas. Independence is affirmed; attendance thresholds met. Investors should note limited equity alignment and ensure continued attention to filing timeliness and valuation oversight practices .