Activist investor Starboard Value LP, which owns a roughly 9-percent stake in Tripadvisor Inc., said Tuesday it would nominate a new slate of directors to Tripadvisor’s Board of Directors.
“Tripadvisor should be formally exploring a sale of the entire company, in one or multiple transactions. Shareholders deserve a credible, comprehensive process focused on maximizing value,” wrote Jeffrey Smith, managing member of Starboard Value, in a Feb. 17 letter sent to Tripadvisor executives. “If this board cannot take decisive action in a timely manner, as it has proven time and time again, we believe it is time for meaningful change.”
For instance, Smith noted that since publicly disclosing its investment in July 2025, Starboard Value has had numerous conversations with different members of management and the board at Tripadvisor, as well as the company’s advisors regarding its slow approach to Generative AI.
Smith wrote that through multiple meetings with senior leaders, Starboard Value reviewed Tripadvisor’s product roadmap and AI initiatives, provided detailed feedback, and emphasized “the criticality” of moving quickly and decisively as AI changes consumer behavior and the competitive landscape.
“We have repeatedly communicated that the status quo pace of change is unacceptable in an environment where speed matters and where incumbents are at risk of being disintermediated,” wrote Smith. “Unfortunately, as the saying goes, talk is cheap, and Tripadvisor has only been willing to talk, rather than commit to meaningful change.”
At the same time, he said Starboard Value has called for “meaningful governance improvements, including board refreshment,” given the company’s material underperformance, as well as its transition from a controlled company to a non-controlled company.
“Shareholders need and deserve change to better protect their interests, especially given the company’s long history of poor performance and the magnitude of value destruction that has occurred over time,” Smith wrote.
But that hasn’t been the case, according to his letter, in which Smith called Tripadvisor management and board decisions “abysmal,” and cited the appointment of CEO Matt Goldberg in July 2022 as a downward turning point for Tripadvisor’s stock price, and a lack of engagement in January 2025 to an acquisition offer as among the reasons for the company’s current failings.
“In a period of such rapid innovation and change, and with such an advantaged position, Tripadvisor appears to be squandering its lead,” he wrote. “Once again, shareholders are left to ask, ‘how is this possible?’”
Starboard Value has offered to work with Tripadvisor to reconstitute the board — particularly the seat of Board Chairman Gregory Maffei — but Smith said it has become clear that “we must take action into our own hands and seek to replace a majority of the board.”
During Tripadvisor’s upcoming window for shareholders to submit director nominations with respect to its 2026 annual meeting of shareholders, he said that Starboard Value intends to nominate a highly qualified slate of directors representing a majority of the board.
“We look forward to sharing more details with the company and our fellow shareholders in the coming weeks,” he wrote. “We continue to believe there is a significant opportunity to unlock value at Tripadvisor, however, we are frustrated by the company’s lack of urgency in taking action to address this value creation opportunity.”
Tripadvisor responded Feb. 17 to Starboard’s threats, pointing out that members of Tripadvisor’s board and management team have held numerous discussions with Starboard to listen to their views, and they are committed to acting in the best interests of the company and all its shareholders.
For example, Tripadvisor said it reorganized its business in November 2025 to focus more on its strong position in Experiences and announced plans to simplify its older operations, including a major cost-cutting effort.
The company has also said publicly, including in its third- and fourth-quarter 2025 earnings reports, that it is open to reviewing and possibly selling parts of its business to boost value.
Most recently, Tripadvisor announced Feb. 12 that it is exploring options to sell TheFork, an online restaurant reservation and discovery platform it operates mainly in Europe and Australia.
“Tripadvisor will continue to take actions it believes will drive sustainable value as it executes its strategic priorities and further positions the company for long-term growth,” according to its statement.
As of 1 p.m. EST today, Tripadvisor was trading on the NASDAQ around $10.40 per share after reaching $10.57 per share six months ago, and posting a 52-week high of $20.16 per share.