Through the clutter and noise of artificial intelligence, global disruption caused by tariffs and now the closing of the Strait of Hormuz, one of the world’s oldest, largest and most important companies has quietly undertaken two massive, strategic corporate restructurings that dramatically change the business and are quickly becoming a model for other mega-companies to follow.
In the past year, ExxonMobil implemented a groundbreaking initiative it calls the “Retail Voting Program” to address an underrepresentation of small investors in decision-making, and the energy giant officially filed to redomicile from New Jersey to Texas.
While each of these transformational efforts required teams of in-house and outside counsel, lawyers agree that there is one critical common denominator in making these initiatives successful: ExxonMobil Managing Counsel David Kern.
ExxonMobil General Counsel Jeff Taylor said the company’s retail voting program “is a tribute to David’s innovative thinking, sound understanding of the law and commitment to defending the interests of the overwhelming majority of our shareholders.”
“I think understanding what motivates [David] is an important part of the puzzle,” Taylor told The Texas Lawbook. “He really believes that the institutions and systems we create are our gift to the next generation and that each generation has the obligation to renew them to face the problems of the day. His work in corporate governance and the capital markets is driven by this — a desire to make certain we have strong institutions that will be able to confront and resolve the problems our children and their peers will face. It’s a philosophy of hope that stands out these days.”
Citing Kern’s achievements, the Association of Corporate Counsel’s Houston Chapter and The Texas Lawbook have named Kern as the recipient of the 2026 Houston Corporate Counsel Award for Senior Counsel of the Year for a Large Legal Department (21 or more attorneys).
Kern and 18 other Houston-area corporate in-house counsel will be celebrated at the annual Houston Corporate Counsel Awards ceremony May 28 at the Four Seasons Hotel.
“For me, the legal construct of the corporation is fascinating and has so much potential,” Kern told The Lawbook. “I believe it has been the engine of an economic miracle unparalleled in human history. But it isn’t organized the same way everywhere, and it hasn’t produced the same results everywhere. I enjoy diving into why that is and trying to separate the form from the substance.”
“In an ever-changing world, I’m fascinated by exploring which positive institutions and ideas should be maintained or reinvigorated, even as society’s needs inevitably change,” Kern said. “I think getting this structure right, along with the incentives it creates, will be a key component to whether there is a second American century.”
“It’s also my strong view that Texas has a chance to play a central role in this process.”
Premium Subscriber Q&A: David Kern discusses the traits he seeks in outside counsel, what outside counsel need to know when working with him and more.
Former Gibson Dunn partner David Woodcock, who nominated Kern for the award, said Kern’s “leadership, creativity and dedication make him an outstanding candidate for Senior Corporate Counsel of the Year.”
“Together, these initiatives reflect David’s unique ability to navigate complex regulatory environments, advance shareholder interests and strengthen the governance framework of one of the world’s largest and most historically influential public companies,” said Woodcock, who last month left the law firm to join the U.S. Securities and Exchange Commission as its director of enforcement. “David Kern’s achievements in 2025 demonstrate what exceptional in-house counsel can accomplish when legal expertise is combined with strategic vision and business acumen.”
“By pioneering ExxonMobil’s Retail Voting Program and leading the company’s redomiciliation initiative, David has strengthened shareholder engagement, advanced corporate governance innovation and helped position ExxonMobil for long-term success,” Woodcock said.
Ferrell Keel, a partner at Jones Day in Dallas, said Kern “doesn’t simply accept the status quo.”
“David can flip it on its head and reframe things in a way that change the narrative,” Keel said. “David’s creativity in finding solutions is bar none. If there is a problem, roadblock or opportunity, he will undoubtedly think of way to tackle it in a manner that few else would have the courage or conviction to do so. The general theme is that he is changing the conversation on how we think about shareholder rights and the participation of shareholders in a company. A good example is the Retail Voting Program. It’s a novel way to think about how to combat shareholder apathy and encourage participation.”
The Early Years
Kern was born in Philadelphia, but grew up in Tucson, Arizona, where his father became a cardiologist.
“When I was young, I remember he’d take me into his office at work for the day or the evening,” Kern said. “After I’d rummaged through his desk and spent all his loose change in the vending machine, he’d generally come back, put me in a white coat and take me on rounds with him in the hospital. My father has a passion for whatever he does that has always been contagious, and I loved doing those rounds with him.”
Kern’s mother injured her back when he was two years old, and she “struggled at times during my childhood to do things we sometime take for granted.”
“Watching her bravery as a youngster and seeing the sacrifice it required to take care of me and my little sister impacted me deeply,” he said. “I’ve tried to emulate her bravery throughout my life and work.”
As a boy, he told his mother that he was interested in politics.
“I believe she cringed at the time, which in hindsight makes a lot of sense to me,” he said. “But I’ve always been fascinated by the systems we create to organize ourselves and the values they reflect, which ultimately led me to law school.”
At 19, Kern took two years off from college at Brigham Young University to be a Spanish-speaking missionary in Dallas for the Church of Jesus Christ of Latter-day Saints.
Besides sharing his faith, Kern did community service work with immigrants where he “learned to keep my eyes open for people’s need,” which included teaching English classes and reaching out to people “living on the street and in need of medical help.”
“I lived alongside — and grew to love — people from all over the world who came to Texas for the opportunities it offered, especially for their children,” Kern said. “The experience changed my life in a lot of ways, but for my professional future, I was really moved by how much they missed their homes.”
“When I’d talk to them about their home countries, every story was unique, but there was always a common thread,” he said. “They generally felt their home country had everything it needed to be successful except the right laws and systems. Their stories led me to study economic history when I got back to school. I really latched on to the question of what has made different societies become more dynamic and successful or, conversely, lose their creative edge and atrophy.”
Then, Kern was off to Columbia University School of Law.
“Since I first met David in law school, he has been so generous with his time and talents,” said Jones Day partner Mark Rasmussen. “He taught me the basics of economics to get through one class. And he was always willing to share his insights on the law as we progressed through Columbia together. He sat next to me every day the summer we took the bar exam and we quizzed each other to make sure we were ready. I have such good memories of us getting through a miserable experience together.”
Kern graduated from Columbia in 2005. He spent three years at Shearman & Sterling in New York, followed by 10 years at Jones Day in Dallas. He was a member of both firms’ capital markets practices.
At Jones Day, Kern handled work for ExxonMobil. In 2018, the Texas-based company made him an offer that he says was “too unique an opportunity to pass up.”
“ExxonMobil operates with a long-term mindset, recognizing that the company has been around for more than 140 years and intends to be around for at least 140 more,” he said. “When you start looking at almost any issue over this sort of time horizon, everything changes. The products you sell change. Society changes. Everything that is considered ‘best practices’ changes. Over that time, the only thing that lasts is whether people believe you were principled in how you approached these issues.”
“I believe ExxonMobil absolutely is,” he said. “It is willing to say what it believes and stand by its principles, whether they are popular or not. It also means they are interested in the health and integrity of the systems they are involved in, like the public markets, not just what may be the easiest route to avoid criticism. This makes ExxonMobil unique and an incredibly attractive place to work. That’s especially true for someone like me, who believes that system design and implementation make all the difference.”
Unprecedented Retail Voting Initiative
Kern said the Retail Voting Program was “so fun because it was an idea that started from scratch” and that it was a two-and-a-half-year effort “from idea to execution.”
ExxonMobil, he said, had “conversations” with retail stockholders to determine how the company “could provide a more differentiated offering to them — one that demonstrated we were listening and genuinely wanted their voices to help shape the future of the company.”
Kern said “packaging a differentiated offering” for larger investors versus smaller investors “isn’t necessarily simple.”
“For smaller shareholders, this is more challenging, as it’s often harder to reach them and get them to speak to you,” he said. “We’ve spent multiple years talking to them to figure out what their common issues are, what their common concerns are or how they’re generally thinking about the company. What we’ve heard from them is that they have a real passion for the company and, frankly, that they were frustrated by how the voting process — the ‘proxy plumbing’ — worked. A common frustration we heard was that smaller investors felt they had to take additional steps and incur additional costs to participate, unlike investors who held shares through large funds.”
“The idea behind the program is to provide a differentiated offering to our retail holders, enabling them to participate in this process on equal terms with investors who hold shares through larger financial institutions,” he said.
ExxonMobil turned to Broadridge, a company Kern said is “at the center of the proxy plumbing system,” to redesign the system to better serve retail investors.
“Once we figured out how it could work, we chose to spend real time figuring out how to simplify the process as much as we could,” Kern said. “Maybe this is just the ExxonMobil engineer rubbing off on all of us, but I believe that if you want to build a new system, it must be as simple and repeatable as possible.”
Then he told a story about an investor relations colleague from the day the Retail Voting Program launched.
“The day our program came out, he got a call from his mother who lives abroad who was having trouble with a travel site trying to get a ticket to come see him,” Kern said. “He helped her with that. Then he said, ‘Hey, by the way, did you see this program?’ She said, ‘Oh, yes, I already saw that and signed up for it.’ Our view was, ‘All right, well, it’s easier to use than a travel site.’ We hope that’s the experience people have generally.”
The final challenge was obtaining SEC approval.
“We spent around six months and multiple meetings speaking with the SEC about the program,” Kern said. “They are incredibly thoughtful lawyers, and it was intimidating at first. However, what immediately became clear is that they are passionate about creating better investor experiences and promoting investor protection. It made me really proud to see how committed they were to their mission and how dynamic their thinking and engagement was.”
On Sept. 18, 2025, the SEC issued a “no-action letter” that allowed ExxonMobil to proceed with the program. The agency highlighted that the initiative is “opt in” and is not automatic.
“David led the analysis, strategy and discussion with all of the key parties and did not give up even when roadblocks appeared constantly, and he ultimately helped the SEC staff understand the importance in increasing participation in retail voting and giving the company’s retail voters a voice in shaping ExxonMobil’s governance,” Ning Chiu, a partner at Davis Polk & Wardwell, told The Lawbook. “By spearheading efforts to question age-old assumptions of how things have always been done, he inspires everyone around him to do the same. He’s willing to take thoughtful risks when he believes it is the right thing for the company rather than simply follow the herd.”
“David has led Exxon’s evolution in being a leader in optimizing opportunities in this current environment to drive change within the governance landscape,” Chiu said.
Redomiciling in Texas
Kern also “played a critical role” in the company’s effort to redomicile from New Jersey to Texas, which Woodcock called “one of the most significant governance decisions in the company’s modern history.”
ExxonMobil announced March 10 that its corporate board of directors had voted to align the company’s incorporation with its operational headquarters near Houston, where ExxonMobil has been based since 1989. The move would also end a nearly 150-year corporate association with New Jersey dating back to the Standard Oil era.
The measure has attracted controversy as some of the institutional proxy advisors and the New York City controller are encouraging a vote against the measure saying it will weaken shareholder rights.
Shareholders are set to vote on the measure May 27.
“David’s responsibilities included evaluating the legal implications of the move, coordinating disclosure and regulatory filings, and ensuring that the proposal was clearly communicated to shareholders and regulators,” Woodcock said. “The redomiciliation initiative is designed to position ExxonMobil to benefit from Texas’ evolving corporate governance framework, including a specialized business court and legal environment increasingly tailored to large public companies. Achieving this shift required meticulous legal analysis and careful coordination across multiple disciplines, including corporate governance, securities law and shareholder engagement.”
Kern said it will only count as an accomplishment if the shareholders approve.
“I’ve been really pleased to work on presenting this opportunity to shareholders and am proud that ExxonMobil is the first company in the industry to take this step,” he said. “I believe Texas is building a dynamic environment and recognizes the importance of stable rules for our industry when making long-term investments in massive infrastructure projects.”
Rasmussen, the Jones Day partner, said Kern “is one of the most proactive and creative lawyers I know.”
“He’s constantly thinking about how the law is evolving and how that will impact his clients,” Rasmussen said. “He’s always three steps ahead of people.”
Adds ExxonMobil GC Taylor, “As we often say, no one knows the SEC and associated issues like David Kern.”
“He has a comprehensive understanding of our business and a keen appreciation for how to be a practical business partner and adviser to the client,” Taylor said. “He understands risk and how to assess, mitigate and manage it.”
“On a lighter note, he likes to hang on his office wall documents, drawings and pictures related to the issues he is working on for us,” he said. “Right now, as part of our redomiciliation effort, and in response to some of the comments made by activists whose oppose our move, he has hung a T-shirt — which he was gifted — that reads, “Texas versus Everyone.”
Fun Facts: David Kern
- Favorite book: The Best Christmas Pageant Ever. It is hilarious, and I feel like I’ve met every character in the book in real life.
- Favorite movie: Chariots of Fire. So many examples of courage under fire from so many different characters who didn’t care whether it was popular or not to stand up for their principles.
- Favorite drink: I don’t drink, but occasionally I’ll go a step further and make a joke out of it by ordering a Shirley Temple. I don’t particularly like Shirley Temples, but I love the laughs it always gets, even when they are at my expense.
- Favorite restaurant: Avila’s Mexican Restaurant up in Dallas. It was close to where I worked when my kids were young. So many good memories there over almost 20 years.
- Favorite vacation: Going with my family to the Outer Banks in North Carolina and just enjoying each other’s company was the best. The crazy number of dolphins didn’t hurt either.
- Hero in life: Jessica, my wife. She’s the most courageous person I know, and the best thing to ever happen to me.