Gillian Emmett Moldowan


Gillian is Global Co-Head of Compensation, Employment & Governance.

She advises companies, boards of directors, executives and investors on compensation, benefits and workplace matters, including equity-based incentives, deferred compensation programs, and employment, retention and severance arrangements.

She focuses on issues that arise at the intersection of human capital management and corporate governance, securities, tax and employment law. She is experienced in applying these legal areas to securities offerings, mergers and acquisitions transactions, executive transitions and workplace investigations.

She regularly counsels clients on disclosure, trading rules and reporting (including Section 13 and Section 16), interactions with regulators and shareholders and the negotiation of executive employment and separation arrangements.


Representative matters

Regularly provides executive compensation, disclosure and governance advice to corporate and financial institution clients, including Advance Publications, Altice USA, American Axle & Manufacturing, AngloAmerican, Bank of America, Boston Scientific, Citigroup, Constellium, Energizer, Fairfax Financial, IMAX, JPMorgan, Kestra, Liberty Global, Morgan Stanley, New York State Deferred Compensation Plan Board, Paramount, Quest Laboratories, The Chefs’ Warehouse, TPG, Valvoline and USAA.

Regularly advises individual executives of public companies and private enterprises on employment, retention and severance issues, including having provided advice to CEOs and other executives in the media, consumer products, retail, financial services, healthcare, technology and not-for-profit industries.

Public Company

Altice USA in its agreement to sell 49.99% of its LightPath fiber enterprise business to Morgan Stanley Infrastructure Partners for an implied enterprise value of $3.2 billion and in its pending $310 million acquisition of the assets of Morris Broadband; public offering and subsequent separation from Altice N.V.

Pro bono

  • Regularly provides pro bono services to organizations and individuals on a variety of matters, including providing advice to various not for profit arts and education organizations.

Published Work

  • Lead contributor to the publication of the Shearman & Sterling’s annual survey of the compensation-related corporate governance practices of the largest 100 domestic issuers
  • Moldowan, G (2023) “SEC’s Comp Guidance Raises New Questions for Boards,” Agenda
  • Moldowan, G (2023) “Clean Energy Tax Credits’ Wage Apprentice Rules: Key Points” Law 360
  • Moldowan, G (2021) “The Changing Perception Of Human Capital Resources” in StrategicCHRO360

Speaking Engagements

  • Speaker, “Understanding the Securities Laws,” and “Directors Institute”, 2018 – present
  • Regularly speaks and publishes on incentive compensation, federal legislation and its impact on employment and best practices in corporate governance and human capital management

Leadership Positions And Professional Affiliations

  • Chair, New York City Bar Executive Compensation & Employee Benefits Committee (2021–present)
  • Member, New York City Bar Employee Benefits & Executive Compensation Committee (2019–present)
  • Advisory Board Member, The Institute for Inclusion in the Legal Profession (IILP)
  • Legal Counsel, International Center of Medieval Art
Gillian is exceptionally smart and highly talented. She is excellent at thinking into the future and what the impacts of taking a certain route will be down the road. She is unquestionably a terrific lawyer.
Chambers USA Employee Benefits & Executive Compensation, 2023
She is excellent, she is super smart, super responsive and so nice to work with. She is practical and can answer the most complex questions. A true expert.
Chambers USA Employee Benefits & Executive Compensation, 2023


  • Recognized by Chambers USA as Band 4 (2023) and as “Up and Coming” (2021 and 2022)
  • A member of the 2019 “Benefits Practice of the Year” selected by Law360 (January 2020)
  • Recognized as a “Rising Star” by Law360 (July 2018)



New York, 2008


J.D., George Washington University Law School, 2007
 • Order of the Coif
 • George Washington Scholar
 • Member, The George Washington Law Review

B.A., Barnard College, Columbia University, 2002
 • Phi Beta Kappa


A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.