Tripadvisor's board of directors will get four new members from shareholder Starboard Value, an activist hedge fund that criticized the company for moving too slowly to make "meaningful change."
Two directors, Dhiren Fonseca and Andrew Cates, have been appointed to the board, while Starboard will recommend two more directors who will be up for election at Tripadvisor's annual meeting, which has not been set.
In a Feb. 17 letter to Tripadvisor, Starboard said the company had "significant opportunity to unlock value," but had a "lack of urgency in taking action."
Starboard disclosed a Tripadvisor ownership stake greater than 9% in the company in July 2025. Since then, Starboard said it has "invested significant time" to understand the company's approach to generative AI, but has found the pace of change "nonexistent or far too slow and far too limited."
In response, Tripadvisor said it was "focused on pursuing all avenues to drive value for shareholders," pointing out a realigned operating model putting a focus on its Experiences division.
On Monday, Tripadvisor chairman Greg Maffei said the company was "grateful for Starboard's engagement throughout this process and looks forward to working together as we focus on driving long-term value for shareholders."
Starboard CEO Jeff Smith said Starboard invested in Tripadvisor because of its "tremendous opportunity as a global leader in online travel with an unparalleled brand, strong user loyalty and three market-leading businesses."
Fonseca, one of Tripadvisor's new board members, is executive chairman of ecommerce platform Rent the Runway as well as an advisor to several companies, including private equity firm Certares. He was also a partner in Certares from 2014 to 2018.
The other new board member, Cates, is the managing member of Value Acquisition Fund. He has also been CEO and general partner of RVC Outdoor Destinations, a company he founded that develops and owns outdoor resorts in the U.S.