Holger Hatje

About Holger Hatje

Dr. Holger Hatje (age 66) is an Independent Director of The New Germany Fund, Inc. (GF), serving since 2020 and nominated as a Class I Director to serve until the 2028 Annual Meeting; he also serves as a continuing Class III Director of The Central and Eastern Europe Fund, Inc. (CEE) . He brings three decades of European banking leadership, including CEO of Berliner Volksbank eG (2006–2018), executive roles at Oldenburgische Landesbank AG and Dresdner Bank AG, and current chair/supervisory board roles at bank99 AG, IDEAL Insurance Group, and ABC Bank/ABC Finance/Bank II GmbH . Education is not disclosed in the proxy .

Past Roles

External Roles

Board Governance

• Independence: The Nominating and Governance Committee concluded all Directors other than Ms. Uzcan are independent; all current committee members are not “interested persons.” Hatje is classified as an Independent Director .
• Committee assignments: Audit Committee member; Advisory & Valuation Committee member; Chair of Nominating & Governance Committee .
• Committee meeting cadence (GF FY2024): Audit Committee met 4 times; Advisory & Valuation Committee met 2 times; Nominating & Governance Committee met 3 times .
• Board meetings and attendance: The Board held 4 regular meetings; all incumbent Directors attended at least 75% of Board and committee meetings except Dr. Leoni (illness); Hatje met the ≥75% attendance threshold .
• Board structure: Independent Directors meet regularly outside the presence of the Administrator and Investment Adviser; standing committees are Audit, Nominating & Governance, and Advisory & Valuation; the Executive Committee was discontinued May 9, 2025; Valuation and Advisory committees combined effective January 1, 2024 . The Audit Committee members are independent under Rule 10A-3; Ms. Flannery is designated as the financial expert; all members are financially literate .

Committee Roles Table

Fixed Compensation

• Director fee schedule (per fund): Annual fee $16,333; chair retainers per fund—Board/Advisory & Valuation Chair $8,000; Audit Chair $1,333; Nominating & Governance Chair $1,000; no pensions or retirement benefits; travel reimbursed (excluding DWS employees) .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Banking leadership (CEO and executive roles across German regional/cooperative banks) and supervisory board experience in European financial institutions .
• Financial literacy affirmed by Board for Audit Committee members; Hatje serves on Audit Committee (not designated as the financial expert) .
• Regional expertise (Germany and broader Europe) aligns with GF’s investment focus; Board’s bylaws require relevant experience and no conflicts for nominees .

Equity Ownership

• Shares pledged/hedged: No pledging or hedging by Directors disclosed; bylaws require extensive disclosure for nominees regarding hedging and derivative arrangements but do not list any for current Directors .

Insider Trades

Governance Assessment

• Strengths:

  • Independent Director with deep European banking oversight; chairs the Nominating & Governance Committee and sits on Audit and Advisory & Valuation, indicating strong governance engagement .
  • Attendance met the ≥75% threshold in FY2024; committees met regularly (Audit: 4; N&G: 3; Advisory & Valuation: 2) supporting board effectiveness .
  • Meaningful but modest share ownership in GF (4,000 shares; $10k–$50k dollar range), aligning interests without concentration risk .

• Watch items:

  • Low absolute ownership (<0.03% of GF shares outstanding) reduces personal financial exposure to fund outcomes, though industry norms often emphasize independence over high ownership for closed-end funds .
  • As Audit Committee member, ongoing oversight is important given significant non-audit “Adviser Entities” tax-related fees paid to EY (GF aggregate non-audit fees $643,245 in 2024 vs. $430,112 in 2023); the committee states it pre-approves and monitors independence, but elevated non-audit fees warrant continued scrutiny .
  • Governance structure changes (Executive Committee discontinued; Valuation merged into Advisory) require continued vigilance to ensure valuation and oversight processes remain robust .

• Conflicts/related-party: None disclosed for Hatje; independence affirmed. One Director (Uzcan) is “interested” due to DWS affiliations, but Hatje and all committee members are independent under the Investment Company Act and Rule 10A-3 .

Fixed Compensation (Detail)

Performance Compensation (Metrics)

Other Directorships & Interlocks (Detail)

Equity Ownership (Detail)

Board encourages Director investment due to election under German Investment Tax Act; some directors who are German residents may have tax considerations; encouragement applies to all Directors, including German residents .

Governance Assessment

• Overall, Hatje strengthens board independence and governance rigor through his chair role on Nominating & Governance and membership on Audit and Advisory & Valuation committees, backed by substantial European banking experience .
• Compensation structure is conservative (cash retainers; low chair fees), with no performance-based equity, aligning with closed-end fund director norms; equity ownership is present but modest in scale relative to GF shares outstanding .
• No specific related-party transactions or conflicts are disclosed for Hatje; independence affirmed. As an Audit Committee member, continued oversight of auditor independence is prudent given adviser-entity non-audit fees, which the committee pre-approves and monitors .