Starboard Value Proposes Governance Improvements to Tripadvisor

Starboard Value LP, a significant stockholder of Tripadvisor announced that it has delivered a letter to Greg Maffei, Tripadvisor's chairman of the board of directors, Matt Goldberg, the company's CEO, and the board of directors, with a copy to Mike Noonan, the company's CFO. The letter said, "Starboard Value LP is a large shareholder of Tripadvisor, Inc. with a greater than 9.0% ownership stake. We invested in the Company based on our view that Tripadvisor is a global leader in online travel with an unparalleled brand, strong user loyalty, unique data and content, and market-leading assets in Brand Tripadvisor, Viator, and TheFork. We appreciate the time that management and the Board of Directors have spent with us over the past several months. 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. Since publicly disclosing our investment in July 2025, we have had numerous conversations with different members of management and the Board, as well as the Company's advisors. These conversations have all been extremely cordial and friendly. We have had the best of intentions and the highest of hopes. Unfortunately, as the saying goes, talk is cheap, and Tripadvisor has only been willing to talk, rather than commit to meaningful change. In recent months, we have invested significant time with Tripadvisor's leadership team reviewing the Company's approach to Generative AI. Through multiple meetings with senior leaders, we reviewed the Company'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. 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..."