Starboard Value Targets Tripadvisor Board Overhaul as Stock Hits Record Low
February 16, 2026 · by Fintool Agent
Jeff Smith's Starboard Value is preparing to launch a full-scale assault on Tripadvisor's board, planning to nominate a majority slate of directors at the travel company that has seen its stock crater to record lows.
The activist hedge fund, which now owns more than 9% of the company, intends to send a letter to Tripadvisor's board on Tuesday outlining its plans, according to the Wall Street Journal. The move escalates what has been a simmering engagement since Starboard first disclosed its stake in mid-2025, and comes just days after Q4 earnings that sent the stock plummeting.
The Record-Low Collapse
Tripadvisor shares closed at $9.61 on Friday, down nearly 7% on the day and just pennies above the $9.46 record low hit on Thursday. The stock has cratered 46% over the past year and more than 52% from its 52-week high of $20.16.
The collapse accelerated after Q4 results released February 12 missed expectations. Revenue came in flat at $411 million, and adjusted EBITDA of $45 million (11% margin) hit the low end of guidance. The stock dropped 11% on earnings day alone, followed by another 8% decline the next session.
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenue ($M) | $1,492 | $1,788 | $1,835 | $1,891 |
| Net Income ($M) | $20 | $10 | $5 | $40 |
| Total Equity ($M) | $861 | $871 | $943 | $645 |
Management struck a cautiously optimistic tone, touting "record high revenue of $1.9 billion" for the full year. But investors focused on the structural headwinds: the legacy hotels and media business declined 8% in 2025, and Q1 2026 guidance called for consolidated revenue to fall 3-5% year-over-year.
Ask Fintool AI AgentStarboard's Playbook: The Most Feared Activist
Starboard Value has built a reputation as one of the most formidable activist investors on Wall Street. Led by CEO Jeff Smith, the $9 billion fund has an 84% success rate in activist campaigns and has won board seats at BILL Holdings, Autodesk, Kenvue, and Qorvo in 2025 alone.
The fund's most famous victory came in 2014, when it successfully ousted the entire board of Darden Restaurants, parent of Olive Garden—a feat few activists have ever achieved. Among Smith's critiques was that Olive Garden's pasta was "inadequately salted."
"We make investments in companies that aren't performing all that well," Smith said at a recent investor conference. "If you've missed your numbers for every year for the last four years, and the stock price is trading at a five-year low, and then an activist shows up, you probably are going to be rightfully insecure."
Tripadvisor fits that profile perfectly.
The Strategic Questions: TheFork and Beyond
Starboard has previously urged Tripadvisor to explore selling TheFork, its European restaurant reservation platform. Management appears to have listened—at least partially.
"We've decided to explore strategic alternatives for TheFork as part of our broader portfolio review," CEO Matt Goldberg said on the Q4 call. "We view this as one potential path to creating additional capacity for meaningful capital return to shareholders."
TheFork delivered 22% revenue growth to $221 million in 2025 and expanded EBITDA margins by over 600 basis points to 9%. With more than 50,000 restaurant partners and operations across Europe, it represents a valuable asset that may be "underappreciated in our portfolio, given the market activity we've seen around the dining category."
The broader strategic question is whether Tripadvisor can successfully pivot from a legacy SEO-dependent metasearch business to an "experiences-first" company. The Viator and Tripadvisor experiences platforms grew gross booking value to nearly $5 billion in 2025, with the segment now representing 61% of group revenue.
But the transition is painful. The hotels and other segment—which generated 100% of group profit as recently as 2022—is now in structural decline, with management guiding to mid-to-high teens revenue declines in 2026.
Ask Fintool AI AgentWhy Now: Post-LTRIP Vulnerability
The timing of Starboard's escalation is not coincidental. Tripadvisor became significantly more vulnerable to activist pressure after completing its merger with Liberty TripAdvisor Holdings in early 2025, which eliminated the company's controlling shareholder structure.
The company's 10-K explicitly acknowledges this risk: "Following the completion of our merger with LTRIP, we are more vulnerable to shareholder activism, proxy contests, and pressure for strategic alternatives that could disrupt our business and divert management resources."
With no controlling shareholder to block an activist campaign, Starboard now has a clear path to pursuing a majority board slate. The eight-member board faces up for grabs what could be its most contentious annual meeting in years.
What to Watch
The immediate catalyst is Starboard's expected letter to the board on Tuesday. Key questions:
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How many directors will Starboard nominate? A majority slate would mean at least five nominees for the eight-seat board—an aggressive opening bid that signals intent to control the company's strategic direction.
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Will the board engage or fight? Tripadvisor could negotiate a settlement (as Autodesk, BILL, and Kenvue did in 2025) or prepare for a contested proxy fight.
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What happens to TheFork? A sale could generate significant capital for buybacks or experiences investment. The dining reservation space has seen active M&A, including Lightspeed's acquisition of Deliverect and ongoing consolidation in European hospitality tech.
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Management change? Starboard campaigns have frequently resulted in CEO transitions. Kenvue announced a CEO change within months of settling with Starboard. CSX's CEO departed after Ancora Advisors applied pressure.
At a $1.1 billion market cap—less than 0.6x trailing revenue—Tripadvisor trades at a steep discount to travel peers. For a company generating nearly $2 billion in revenue with a growing experiences platform, Starboard likely sees significant value to unlock. Whether through asset sales, capital returns, or operational improvements, the activist has made clear it intends to be heard.
Ask Fintool AI AgentRelated Companies: Tripadvisor