Tripadvisor Engages with Starboard as Activist Seeks Board Control, Sale

Why It Matters

A potential board overhaul or sale could reshape the online travel market and underscores the pressure on legacy platforms to accelerate AI integration and strategic pivots.

Key Takeaways

• Starboard holds ~9% of Tripadvisor, seeks board majority
• Shares down ~50% since 2022 CEO appointment
• Activist urges sale of entire company
• Criticizes slow AI integration and TheFork strategy
• Tripadvisor pledges focus on sustainable shareholder value

Pulse Analysis

Activist investors have become a decisive force in reshaping legacy travel platforms, and Starboard Value’s latest campaign against Tripadvisor exemplifies that trend. Known for targeting under‑performing consumer stocks, Starboard already owns roughly 9 % of Tripadvisor and is positioning a slate of directors to command a board majority at the 2026 annual meeting. The hedge fund’s playbook—public pressure, board nominations, and a push for strategic alternatives—mirrors its past successes at companies like Darden and Xerox. By leveraging its stake, Starboard aims to force governance changes that it believes will unlock hidden value.

Tripadvisor’s market performance underscores the activist’s grievances. Since Matt Goldberg assumed the CEO role in 2022, the stock has slumped nearly 50 %, hitting an all‑time low this quarter. The decline reflects broader challenges: stagnant growth in the online travel search segment, a sluggish rollout of generative‑AI tools, and uncertainty surrounding TheFork, the company’s restaurant‑booking arm. Starboard argues that a faster AI adoption could improve personalization and pricing, while a sale of the entire business might fetch a premium from larger travel conglomerates seeking scale. Management, however, insists on pursuing sustainable, long‑term initiatives rather than a quick exit.

The outcome of this confrontation could reverberate across the travel‑tech ecosystem. A board overhaul or a full‑company sale would likely trigger consolidation, potentially accelerating mergers among OTA and metasearch players. For shareholders, the immediate question is whether Starboard’s aggressive stance will translate into higher valuations or simply increase volatility. Moreover, the episode highlights the growing importance of AI readiness as a litmus test for competitive advantage in travel search. Regardless of the final resolution, Tripadvisor’s next moves will be closely watched as a bellwether for activist influence in the digital tourism sector.

Tripadvisor engages with Starboard as activist seeks board control, sale

Reuters · Tue, February 17 2026 at 11:41 AM EST

Feb 17 (Reuters) – Tripadvisor said on Tuesday its board and management held multiple discussions with activist investor Starboard Value, which owns about 9 % of the company and has accused it of failing to hold management accountable for “value destruction”.

In a sharply worded letter on Tuesday, Starboard said the online travel company’s shares have fallen nearly 50 % since CEO Matt Goldberg took over in 2022 and recently hit an all‑time low.

“During the company’s upcoming window for shareholders to submit director nominations with respect to the Company’s 2026 annual meeting of shareholders, we intend to nominate a highly‑qualified slate of directors representing a majority of the Board,” Starboard said.

The hedge fund urged Tripadvisor to formally explore a sale of the entire company and criticized the pace of efforts to review strategic alternatives for its restaurant‑booking unit, TheFork.

Starboard also faulted the company for moving too slowly to adapt to generative AI, warning that rapid changes in online travel search could leave Tripadvisor vulnerable.

In response, Tripadvisor said its board and leadership remained focused on acting in the best interests of shareholders and it would continue to pursue initiatives aimed at delivering sustainable long‑term growth.

“Management and the Board are focused on pursuing all avenues to drive value for shareholders,” it said.

Starboard did not immediately respond to Reuters request for comment on Tripadvisor’s statement.

(Reporting by Abhinav Parmar and Aatreyee Dasgupta in Bengaluru; Editing by Pooja Desai)