Tripadvisor has reached an agreement with its shareholder Starboard Value which will see four new directors join Tripadvisor’s board.
The move follows a letter sent by Starboard last month to CEO Matt Goldberg, chairman Greg Maffei and the directors regarding the lack of change and value creation at Tripadvisor.
Starboard owns more than 9% of the company and has provided feedback to Tripadvisor’s management on a number of occasions about the company's performance.
In the letter, dated February 17, the investor called for a sale of the whole company to be explored. It also said it planned to seek the appointment of new directors ahead of Tripadvisor’s 2026 annual meeting of shareholders.
The four new directors are being appointed to “support value creation efforts.”
Effective immediately Dhiren Fonseca and Andrew Cates have been appointed to the board and Starboard will recommend a further two directors at the annual meeting.
Fonseca has previous experience gained through senior roles at e-commerce, private equity and online travel companies. He joined Expedia Group in 1995 rising to become chief commercial officer from 2012 to 2014. He has also held board direct roles at Alaska Air Group, Diamond Resorts International, HotelTonight and online travel agency eLong, which sold to Ctrip (now Trip.com Group) and Tencent in 2016.
Cates has held senior roles across asset management and real estate companies. He has also been the CEO and general partner of RVC Outdoor Destinations, a developer and owner of high-quality outdoor resorts in the U.S., since founding the company in 2007.
"We are pleased to have reached a constructive resolution with Starboard and to welcome Dhiren and Andy to the Board. Their perspectives and experience will be valuable as we continue executing our strategy. We are grateful for Starboard's engagement throughout this process and look forward to working together as we focus on driving long-term value for shareholders,” said Maffei.
"We invested in Tripadvisor based on our view that the company has a tremendous opportunity as a global leader in online travel with an unparalleled brand, strong user loyalty and three market-leading businesses. We appreciate the collaborative approach taken by Tripadvisor's Board and management team, and we believe Dhiren and Andy, along with the two directors joining the board at the annual meeting, will be great additions to the board. Dhiren and Andy bring valuable experience and fresh perspectives that will help Tripadvisor's board oversee the company's strategy with a clear focus on creating shareholder value,” said Jeff Smith, managing member, CEO and chief investment officer of Starboard.
The appointment of Fonseca and Cates increases Tripadvisor’s board from eight to 10 directors. Starboard has said it will now vote in favor of Tripadvisor’s board nominees at the annual meeting.
Tripadvisor announced last week that Maffei and board member Albert Rosenthaler would not be standing for re-election.