Hepsen Uzcan
About Hepsen Uzcan
Hepsen Uzcan, 50, serves as Chief Executive Officer and President of The New Germany Fund, Inc. (GF) and has been an officer since 2017; she is also a continuing Class III director of GF since 2020 and an “interested” director given her DWS affiliations . Externally, she is CEO of the Americas at DWS (since 2024) and has led product, U.S. mutual funds, and fund administration functions at DWS; she also holds multiple governance roles across DWS entities and industry bodies, including trustee/director posts (DBX Advisors LLC, ICI Mutual Insurance Company) and non‑profit board service (Episcopal Charities of New York) . GF does not disclose executive pay metrics (TSR, revenue, EBITDA) tied to Ms. Uzcan; the fund states officers are uncompensated by the fund, and committees are composed solely of independent directors, with Ms. Uzcan not serving on committees . As of May 16, 2025, Ms. Uzcan reported no beneficial ownership of GF shares; footnotes indicate certain officers (including Ms. Uzcan in the officers table) own Deutsche Bank/DWS Group securities directly or via deferred compensation plans, aligning her incentives primarily with the adviser complex rather than the fund itself .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| DWS Group | CEO of the Americas | Since 2024 | Senior leadership of DWS Americas |
| DWS Group | Head of Product Americas | Since 2021 | Product leadership in Americas region |
| DWS Group | Head of U.S. Mutual Funds | Since 2021 | Oversight of U.S. mutual funds platform |
| DWS Group | Head of Fund Administration | Since 2017 | Administration leadership |
| DWS Service Company | Director and Vice President | Since 2018 | Corporate officer role |
| DWS Investment Management Americas, Inc. | Director and Vice President | Since 2023 | Corporate officer role |
| DWS USA Corporation | Director | Since 2023 | Corporate director role |
| DBX Advisors LLC | Trustee | Since 2023 | ETF complex trustee |
| Cayman Real Assets Fund, Ltd. | Director | Since 2018 | Director role |
| Cayman Commodity Fund II, Ltd. | Director | Since 2018 | Director role |
| The New Germany Fund, Inc. (GF) | CEO & President; Director (Class III) | Officer since 2017; Director since 2020 (continuing) | Executive officer and interested director |
| The Central and Eastern Europe Fund, Inc. (CEE) | CEO & President; Director (nominee Class I) | Officer since 2017; Director since 2020 | Executive officer and interested director |
| GF/CEE | Assistant Secretary | 2013–2020 | Prior officer role |
External Roles
| Organization | Role | Years |
|---|---|---|
| Episcopal Charities of New York | Director | Since 2018 |
| ICI Mutual Insurance Company | Director | Since 2020 |
| Various DWS US registered investment companies | CEO & President | Ongoing |
Fixed Compensation
| Component | GF 2024/2025 Disclosure | Notes |
|---|---|---|
| Base salary | $0 (no compensation paid by the Fund to officers) | Fund and its entities do not pay officers; interested directors are unpaid by the Fund |
| Cash bonus | Not applicable | Not paid by the Fund |
| Director cash retainer | $0 (interested director) | Independent directors receive retainers; interested directors do not |
Performance Compensation
| Incentive Type | Metric Linkage | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Annual incentive (cash/equity) | Not disclosed by GF | N/A | N/A | N/A | GF reports no officer pay; any DWS Group compensation metrics are not in the Fund’s proxy |
| PSUs/RSUs | Not disclosed by GF | N/A | N/A | N/A | No fund-level equity awards to officers |
| Options | Not disclosed by GF | N/A | N/A | N/A | No fund-level option grants |
| Clawback policy | Not disclosed by GF | — | — | — | Not disclosed in proxy |
The Board has not established a compensation committee; all standing committees (Audit; Advisory & Valuation; Nominating & Governance) are composed solely of independent directors, and officers are elected annually by the Board following the annual meeting .
Equity Ownership & Alignment
| Item | Value | Date/Period |
|---|---|---|
| GF shares beneficially owned (Uzcan) | None | May 16, 2025 |
| CEE shares beneficially owned (Uzcan) | None | May 16, 2025 |
| Ownership as % of GF shares outstanding | 0.00% (0 of 16,179,779.95) | Record date May 16, 2025 |
| Dollar range of GF fund ownership (director disclosure) | None | Valuation date May 16, 2025 |
| Shares pledged as collateral | Not disclosed | — |
| Stock ownership guidelines (director/officer) | Not disclosed | — |
| Related note on economic alignment | Indicates ownership of Deutsche Bank AG or DWS Group securities either directly or via deferred comp (officer footnote) | As indicated by footnote references in officers table |
Implications:
- Zero direct GF ownership limits fund-level alignment; however, DWS/Deutsche Bank equity exposure suggests incentive alignment with the adviser complex rather than with narrowing GF’s discount or boosting GF’s TSR directly .
Employment Terms
- Officer election/term: Officers (including CEO/President) are elected annually by the Board at its meeting following the Annual Meeting of Stockholders .
- Fund employees: Neither fund has employees; administration/advisory functions are outsourced to DWS entities, and the Board has no compensation committee .
- Severance/change-in-control, non-compete, garden leave, consulting: Not disclosed in GF’s proxy (executive employment agreements would be with DWS Group, not the Fund) .
Board Governance
- Board classification: Staggered board with three classes; for GF, Class I terms expire 2025, Class II next year, Class III the following year. Ms. Uzcan serves as a continuing Class III director of GF since 2020 (interested director) .
- Committee memberships: All committees (Audit; Advisory & Valuation; Nominating & Governance) comprise only independent directors; Ms. Uzcan does not sit on committees .
- Independence: The Nominating & Governance Committee has concluded every director other than Ms. Uzcan is independent; Ms. Uzcan is “interested” due to her officer role and DWS/Deutsche Bank securities ownership .
- Chair/CEO roles: The Board Chair is Bernhard Koepp; Ms. Uzcan is not Chair, mitigating CEO/Chairman dual-role concerns .
- Meetings: The GF Board held four regular meetings in the past fiscal year; committee meetings disclosed separately (Audit met 4 times; Advisory & Valuation met 2 times) .
Director Compensation (for context)
| Category | GF Aggregate Compensation (FY 2024) | Notes |
|---|---|---|
| Independent directors (per individual) | Varies; e.g., $27,667.29 for Ms. Flannery | See table for each director |
| Interested directors (incl. Uzcan) | $0 | No fund compensation paid to interested directors or officers |
Beneficial Owners and Trading Context
| Holder | Shares | % Outstanding | As of |
|---|---|---|---|
| Lazard Asset Management LLC | 2,297,497 | 14.20% | May 15, 2025 filing reference |
| Allspring Global Investments Holdings, LLC | 2,070,250 | 12.80% | Jan 13, 2025 filing reference |
| Saba Capital Management, L.P. | 1,826,809 | 11.29% | May 13, 2025 filing reference |
| 1607 Capital Partners, LLC | 1,685,076 | 10.41% | May 10, 2024 filing reference |
Concentrated holdings by event-driven/activist managers (e.g., Saba) can influence discount management, tender offers, or board composition—relevant to governance dynamics with an “interested” executive director on the board .
Key Observations Versus Focus Areas
- Compensation structure vs performance metrics: GF pays no compensation to officers/interested directors; no fund-level performance metric linkages are disclosed for Ms. Uzcan (her compensation resides at DWS) .
- Vesting schedules/insider selling pressure: No fund-level equity awards; Ms. Uzcan reported no GF share ownership as of the record date, implying no immediate selling overhang from fund awards .
- Ownership alignment/pledging: No GF ownership and no pledging disclosures; officer footnote indicates DWS/Deutsche Bank securities ownership, aligning incentives at the adviser level .
- Employment contracts/severance/CIC: Not disclosed by the Fund; officers are elected annually by the Board; no compensation committee .
- Track record/value creation/execution risk: Not quantified in the proxy; GF operational oversight rests with DWS; Board committees are independent, which mitigates governance risk posed by an interested executive director .
- Board service history/committee roles/dual-role implications: Ms. Uzcan is a continuing Class III director and CEO/President; she is not independent and does not serve on committees; Chair is independent, reducing CEO/Chair concentration risk .
Investment Implications
- Alignment and incentives: Zero direct GF ownership and no fund-paid compensation mean Ms. Uzcan’s financial incentives flow through DWS/Deutsche Bank equity, aligning her with the adviser complex more than with narrowing GF’s discount or driving fund TSR; investors should look to adviser-level strategic priorities for signals rather than fund-level equity incentives .
- Governance balance: The presence of an interested executive director is offset by fully independent committees and a non-executive Chair, supporting oversight of adviser performance, valuation procedures, and nominations despite Ms. Uzcan’s dual role .
- Activism/trading setup: High ownership stakes by Lazard, Allspring, Saba, and 1607 create a catalyst-rich backdrop for discount management, capital actions, and board dynamics; Ms. Uzcan’s non-independent status may be scrutinized in any governance campaigns, though the committee structure is a mitigating factor .
- Retention risk: Officer terms are annual and employment resides with DWS; no fund-level severance/CIC terms disclosed—retention relates primarily to DWS employment arrangements, not the Fund .
- Data gaps: No Form 4 activity or vesting schedules are disclosed for Ms. Uzcan at the fund level; with no reported GF share ownership, insider selling pressure from her holdings is currently immaterial .