Wolfgang Leoni
About Wolfgang Leoni
Dr. Wolfgang Leoni (age 68) is an independent consultant and long-tenured independent director of The New Germany Fund, Inc. (GF), serving since 2017 and currently a Class III director; he also serves on the board of The European Equity Fund, Inc. (EEF) . The Nominating and Governance Committee has determined he is independent (all members of current board committees are non-“interested persons”) . As of May 16, 2025, he beneficially owned 1,236 GF shares (same as at May 2, 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HQ Asset Management GmbH | Managing Director | 2018–2022 | Senior leadership of asset management operations |
| Sal. Oppenheim Jr. & CIE. Komplementär AG (private bank, Cologne) | Chief Executive Officer; earlier CIO/Management Board member | CEO 2013–2017; CIO/Board 2009–2013 | Led private bank; investment leadership |
| Sal. Oppenheim Jr. & CIE. Luxembourg S.A. | Chairman | 2013–2017 | Oversight of Luxembourg subsidiary |
| Oppenheim Kapitalanlagegesellschaft MBH (investment company) | Managing Director/CIO | 2007–2009 | Investment leadership |
| Lupus Alpha Alternative Solutions GmbH (investment company) | Managing Director/CIO | 2006 | Alternative strategies leadership |
| DEKA Investment GmbH (investment company) | Managing Director/CIO | 2002–2006 | Institutional investment leadership |
| Prior unspecified firm | Managing Director/Management Board Member | 1996–2002 | Senior management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The European Equity Fund, Inc. (NYSE: EEA) | Director | Since 2017 | SEC registrant; within DWS fund complex |
Board Governance
- Committee assignments (GF): Audit Committee member (Chair: Fiona Flannery; members: Flannery, Hatje, Koepp, Leoni); Audit Committee met 4 times in GF’s past fiscal year; all members are independent and financially literate (Flannery designated “financial expert”) .
- Committee assignments (GF): Advisory and Valuation Committee member (Chair: Bernhard Koepp; members: Koepp, Flannery, Hatje, Leoni); met 2 times in GF’s past fiscal year .
- Nominating and Governance Committee: Board notes three current committees are comprised entirely of non-“interested persons”; Ms. Uzcan is the only “interested” director; Leoni is independent .
- Attendance: The Board held four regular meetings in the past fiscal year; Leoni’s aggregate attendance was less than 75% due to an illness causing him to miss one Board meeting and associated committee meetings; he attended all other meetings, has attended all meetings to date in 2025, and expects to attend remaining 2025 meetings .
- Board structure: Staggered three classes; Leoni is Class III at GF; GF nominated him for a three-year term in 2024 to serve until the 2027 meeting .
Fixed Compensation
| Metric | FY 2023 (GF) | FY 2024 (GF) |
|---|---|---|
| Aggregate Compensation from GF ($) | 23,763 | 20,630.56 |
| Total Compensation from Fund Complex ($) | 35,789 | 38,024.49 |
| Fee Structure (per Fund) | 2023 | 2024 (for FY ending Dec 31, 2024) |
|---|---|---|
| Annual Director Retainer (cash) | $8,000 | $16,333 |
| Board Meeting Fee (per meeting) | $1,167 | Not disclosed → moved to fixed retainer |
| Committee Meeting Fee (per meeting) | $917 (Advisory & Valuation attendance fee $500 for non-members) | Not disclosed → moved to fixed retainer |
| Audit Committee Chair Retainer | $4,000 | $1,333 |
| Nominating & Governance Chair Retainer | $3,000 | $1,000 |
| Chairman of Board & Advisory/Valuation Committee Chair Retainer | Not specified in 2023 proxy | $8,000 |
| Pension/Retirement Benefits | None | None |
| Travel Reimbursement | Yes (except DWS employees) | Yes (except DWS employees) |
Commentary: The compensation structure shifted from meeting-based fees in 2023 to higher fixed retainers in 2024, which reduces event-driven pay variability and simplifies director compensation .
Performance Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Equity grants (RSUs/PSUs) | None disclosed | None disclosed | Proxy discloses cash retainers/fees only; no equity program for directors cited |
| Options | None disclosed | None disclosed | No option awards disclosed |
| Bonuses (target/actual) | None disclosed | None disclosed | Director compensation is retainer/fee-based |
| Performance metrics (TSR/revenue/ESG) | Not applicable | Not applicable | No performance-tied director pay disclosed |
| Clawbacks/COC/severance | Not applicable | Not applicable | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Interlock/Exposure |
|---|---|---|
| The European Equity Fund, Inc. (EEF) | Director | Both GF and EEF are within the DWS fund complex; Nominating & Governance Committee noted no director serves on more than three registered investment companies advised by the investment adviser |
Expertise & Qualifications
- Extensive banking and asset management leadership (CEO/Chairman/CIO roles across leading German institutions), supporting oversight of valuation, audit, and investment adviser interactions .
- Audit Committee member deemed financially literate; committee chaired by an SEC-designated financial expert (Flannery), with equal responsibilities among members .
- The Board encourages director investment in the Funds following election to the German Investment Tax Act regime, mitigating adverse tax treatment for German-resident directors .
Equity Ownership
| Item | May 2, 2024 | May 16, 2025 |
|---|---|---|
| GF Shares Beneficially Owned (units) | 1,236 | 1,236 |
| GF Shares Outstanding (units) | 16,390,179.95 | Not disclosed in 2025 proxy snippet |
| Ownership % of Outstanding | 0.0075% (calc: 1,236 / 16,390,179.95) | N/A |
| Dollar Range of Holdings (GF) | $10,001–$50,000 | Not updated |
| Shares Pledged as Collateral | Not disclosed | Not disclosed |
Note: As of May 2, 2024, all directors/officers as a group owned <1% of GF’s common stock .
Insider Trades
| Date | Form | Transaction | Shares | Counterparty/Code | Source |
|---|---|---|---|---|---|
| 2025-11-17 | Form 4 | Open-market purchase | 17,717 | Code P | |
| 2019-01-25 | Form 4 | Filing reported (details in SEC XML) | Not specified here | — |
Section 16(a) compliance: For GF’s FY 2023, all required filings were timely except a late Form 3 by the deputy portfolio manager; no delinquent filings reported for Leoni .
Governance Assessment
- Independence and committee coverage: Leoni is independent and serves on two key committees (Audit; Advisory & Valuation), providing broad oversight of financial reporting and valuation—positive for board effectiveness .
- Engagement/attendance: A yellow-flag attendance lapse (<75%) in the past fiscal year was due to illness and has been addressed; he attended all other sessions and expects full attendance in 2025—mitigating concern but still a monitoring point .
- Pay/ownership alignment: Compensation is modest, cash-based, and standardized; no equity grants to directors are disclosed. Leoni holds 1,236 GF shares (approx. 0.0075% based on 2024 outstanding), indicating some “skin in the game” though alignment is limited by the absence of equity-based director compensation .
- Interlocks/conflicts: Dual directorships within the DWS fund complex (GF and EEF) are common for closed-end fund governance; the committee confirms compliance with independence standards and limits on multi-board service, and all committee members are non-interested—no related-party transactions or conflicts tied to Leoni disclosed .
- Audit oversight: Active role on Audit Committee; auditor independence was reviewed and maintained, with no non-pre-approved services and independence breaches resolved without impact on fund audits—supports investor confidence in financial oversight .
RED FLAGS:
- Less than 75% aggregate attendance in the past fiscal year (illness-related), requiring continued monitoring of engagement .
- Limited ownership alignment given small personal holdings and absence of equity-based director compensation; however, director investment is encouraged and disclosed .