Fiona Flannery
About Fiona Flannery
Fiona Flannery (age 57) is an Independent Director of The New Germany Fund, Inc. (GF) and currently serves as Chair of the Audit Committee, where she is designated the board’s “audit committee financial expert.” She joined the GF board in 2022 (initially Class III), was moved to Class I in 2024 to rebalance classes, and is nominated for re‑election to a three‑year Class I term through the 2028 annual meeting; she is also an Independent Director of The European Equity Fund, Inc. (EEA) and a continuing director at The Central and Eastern Europe Fund, Inc. (CEE) since 2022 . Her background includes CEO and Chief Risk Officer roles at DEPFA Bank and DEPFAbank affiliates, and CEO of PFS Card Services Ireland Limited, reflecting deep banking, risk, and financial oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PFS Card Services Ireland Limited | Chief Executive Officer | Oct 2022 – Dec 2023 | Executive leadership of a prepaid credit card company |
| DEPFA Bank plc | Chief Executive Officer | Dec 2014 – Jun 2022 | Led wholesale bank; oversight of risk and restructuring |
| DEPFA Group | Chief Risk Officer and Executive Director | Apr 2010 – Dec 2014 | Group risk oversight |
| DEPFA Pfandbrief Bank International SA, Luxembourg | Executive Director | Dec 2011 – Nov 2019 | Board-level responsibilities |
External Roles
| Organization | Type | Role | Since |
|---|---|---|---|
| Kefron Group | Private company (IT services) | Independent Non‑Executive Director | Dec 2023 – present |
| Siol School Trust | Registered Irish charity | Independent Non‑Executive Director | Mar 2024 – present |
| The European Equity Fund, Inc. (EEA) | Public company (closed‑end fund) | Director | Since 2022 |
Board Governance
| Item | Details |
|---|---|
| GF Board tenure/class | Director since 2022; moved from Class III to Class I in 2024; nominee for Class I term through 2028 |
| Independence | Determined “independent director”; all committee members are independent (except Ms. Uzcan, an interested director) |
| Leadership/Expertise | Audit Committee Chair; designated audit committee financial expert |
| Committees (GF) | Audit (Chair; met 4 times in past FY); Advisory & Valuation (member; met 2 times in past FY); Nominating & Governance (member; met 3 times in past FY) |
| Meeting cadence | Board normally meets quarterly in person; independent directors meet in executive session |
| Attendance | In the past fiscal year, all incumbents attended ≥75% of board and committee meetings except Dr. Leoni; implies Flannery ≥75% |
Fixed Compensation
| Year/Period | Fee Structure (per Fund) | Chair/Lead Premiums (per Fund) | Director Aggregate Compensation (Flannery) |
|---|---|---|---|
| FY2024 (GF year ended Dec 31, 2024) | Annual fee $16,333 | Chairman of Board and Advisory & Valuation Committee Chair: $8,000 each; Audit Committee Chair: $1,333; Nominating & Governance Chair: $1,000 | CEE: $11,222.67; GF: $27,667.29; Fund Complex Total: $51,234.98 |
| FY2023 (GF year ended Dec 31, 2023) | Annual fee $8,000 + $1,167 per board meeting + $917 per committee meeting ($500 if observing A&V as non‑member) | Audit Chair: $4,000; N&G Chair: $3,000 | CEE: $4,174; GF: $28,045; Fund Complex Total: $43,206 |
Notes:
- Neither fund provides pension or other retirement benefits to directors; disclosures list only cash retainers/fees and chair adders (no equity program indicated) .
- The fee structure shifted from meeting‑based fees (2023) to higher fixed retainers (2024), which reduces variability and can encourage longer‑term oversight continuity .
Performance Compensation
| Performance‑based Element | Plan/Metric | Status/Disclosure |
|---|---|---|
| Bonuses, PSUs/RSUs, Options | Not applicable for directors | No such plans described; only cash retainers/fees disclosed |
| Pensions/SERP | Not applicable | “Neither of the Funds provides compensation in the form of pension or other retirement benefits” |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Comments |
|---|---|---|---|
| The European Equity Fund, Inc. (EEA) | Public (closed‑end fund) | Director (since 2022) | Same adviser/administrator (DWS) across GF/CEE/EEA; board notes members are independent and consider affiliations in independence determinations |
| The Central and Eastern Europe Fund, Inc. (CEE) | Public (closed‑end fund) | Continuing Director (since 2022) | Same complex; no “interested person” status for Flannery |
| Kefron Group | Private | INED | No related‑party transactions disclosed |
| Siol School Trust | Charity | INED | No related‑party transactions disclosed |
Expertise & Qualifications
- Audit, finance, and risk: Former CEO and CRO at DEPFA; designated “audit committee financial expert” by the board .
- Bank leadership and restructuring experience: CEO roles and executive directorships across DEPFA entities .
- Payments/fintech exposure: CEO of PFS Card Services Ireland Limited (prepaid credit cards) .
Equity Ownership
| As of Date | GF Shares Beneficially Owned | CEE Shares Beneficially Owned | Dollar Range (GF) | Dollar Range (CEE) |
|---|---|---|---|---|
| May 16, 2025 | None | None | None | None |
Additional context:
- The funds elected into German Investment Tax Act reporting; board encourages directors (including German residents) to invest, but Flannery’s reported ownership remains none as of the stated dates .
Governance Assessment
Strengths
- Independent director with deep financial services and risk background; chairs Audit Committee and is designated audit committee financial expert—supports robust financial reporting oversight .
- Active committee participation across Audit, Advisory & Valuation, and Nominating & Governance; GF Audit met 4x; A&V met 2x; N&G met 3x in the last fiscal year—indicates substantive engagement .
- Attendance at or above 75% threshold for board/committee meetings in the last fiscal year (exception noted for another director, not Flannery) .
- Independence affirmed by the N&G Committee; all current committee members are not “interested persons” .
Alignment/watch items
- No GF share ownership reported (also none in CEE), which may limit “skin‑in‑the‑game” alignment compared with some investor preferences; however, many U.S. closed‑end funds compensate directors solely in cash and do not require equity ownership .
- Auditor independence issues at EY affiliates were disclosed in 2024; none involved the Funds or the engagement team, and were resolved; still an item for continued vigilance by the Audit Committee under Flannery’s chairship .
- Compensation structure shifted from per‑meeting fees to fixed retainers; better predictability but reduces direct linkage to meeting workload; no performance‑at‑risk elements for directors (typical for funds), so investor alignment derives mainly from independence and oversight effectiveness rather than pay incentives .
Regulatory/other notes
- Section 16 compliance: 2025 proxy notes late filings for certain officers/directors (Kircher and Koepp), not for Flannery .
- Large GF holders include Lazard AM, Allspring, Saba, and 1607 Capital—activist/discount specialists are present, increasing scrutiny of governance and audit rigor; again underscores the importance of Audit and N&G leadership .
Overall implication for investors: Flannery brings substantial bank risk and CEO experience and leads the Audit Committee with “financial expert” designation—positives for financial oversight and valuation governance. The absence of personal share ownership is a modest alignment concern, but her independence, committee workload, and attendance mitigate confidence risks for most governance‑focused investors in closed‑end funds .