In a strongly worded letter to CEO Matt Goldberg, chairman of the board Greg Maffei and directors, Starboard stressed its frustrations with the company's "lack of urgency" despite the "significant opportunity to unlock value at Tripadvisor."
Starboard acquired more than 9% of the company in July 2025 and signaled its intention at the time to approach the board and management regarding value creation opportunities.
In the letter dated February 17, 2026, Starboard said despite feedback on Tripadvisor's strategy and artificial intelligence (AI) initiatives, the "unacceptable status quo pace of change" has persisted.
"We have also expressed our belief that meaningful governance improvements, including board refreshment, are warranted given the company’s material underperformance, as well as its transition from a controlled company to a non-controlled company," said Jeffrey Smith, managing member of Starboard Value, in the letter.
The letter proposes a sale of the whole company be explored. Starboard plans to nominate new directors to represent "the majority of the board" ahead TripAdvisor's 2026 annual meeting of shareholders.
PhocusWire has contacted Tripadvisor for comment, but in a press release addressing Starboard's statements, the company said: "Management and the board are focused on pursuing all avenues to drive value for shareholders."
"Tripadvisor's board and management team are committed to acting in the best interests of the company and all its shareholders. 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."
Throughout the letter, Smith called for action, highlighting the company's stock price, which has declined by almost 50% since Goldberg took over in July 2022.
He laid out missed opportunities to create value in the past year, including an acquisition offer in January 2025 that would have represented a 95% premium to the current stock price at $18 to $19 per share.
On AI specifically, Smith said Tripadvisor has been "massively late and incredibly slow to develop and launch a compelling AI-enabled version of Tripadvisor."
Reporting fourth quarter and full-year 2025 earnings earlier this week, the company saw Q4 revenue 2025 of $411 million, which was flat year over year. Full year revenue was $1.9 billion, up 3% year over year.
Tags: Matt Goldberg, Tripadvisor Jeffrey Smith, Starboard Value PhocusWire artificial intelligence (AI)