Tripadvisor (TRIP) Stock: Activist Investor Goes Nuclear with Board Takeover Bid

TLDR

• Activist investor Starboard Value, holding over 9% of Tripadvisor, is pushing for a complete board overhaul by nominating a majority slate to the eight-person board
• Tripadvisor stock has dropped nearly 50% in six months following disappointing earnings and concerns about AI diverting traffic from its website
• Starboard wants Tripadvisor to explore selling TheFork restaurant marketplace or selling the entire company, options previously rejected in 2024
• The company’s $1.1 billion market cap is significantly undervalued compared to peers like Airbnb, Expedia, and Booking Holdings on an enterprise value-to-earnings basis
• The activist push intensifies pressure on Tripadvisor just one week after the company reported weaker-than-expected Q4 earnings results

Starboard Value is preparing for a showdown with Tripadvisor. The activist investor plans to nominate a majority slate to the company’s eight-person board of directors.

Tripadvisor, Inc., TRIP

The hedge fund disclosed its 9% stake in Tripadvisor in mid-2025, valued at approximately $160 million. That initial investment sparked a temporary rally in the stock.

But the optimism didn’t last. Tripadvisor shares have plummeted nearly 50% over the past six months.

The decline came after disappointing earnings reports and growing fears about artificial intelligence. Investors worry that AI-powered search tools could redirect traffic away from Tripadvisor’s website.

Starboard sent a letter outlining its concerns and plans on Tuesday morning. The Wall Street Journal first reported the news Monday evening.

The timing is brutal for Tripadvisor management. The company just posted weak fourth-quarter earnings last week.

Starboard’s Strategic Vision

Starboard has been vocal about what Tripadvisor should do. The fund wants the company to sell TheFork, its restaurant listings and reservations marketplace.

TheFork operates in multiple European markets. Starboard believes divesting the asset could unlock value for shareholders.

The activist investor has also floated a more drastic option: selling the entire company. Tripadvisor rejected that idea back in 2024.

Starboard argues the company is drastically undervalued. Tripadvisor’s market capitalization sits at around $1.1 billion.

On an enterprise value-to-earnings basis, the company trades well below online travel competitors. Airbnb, Expedia, and Booking Holdings all command higher multiples.

Even compared to online marketplace companies like Instacart-owner Maplebear, Tripadvisor looks cheap. Starboard sees this valuation gap as evidence that management needs to change course.

Pressure Mounts on Management

The activist push represents a major escalation. Nominating a majority board slate signals Starboard has lost patience with current leadership.

Starboard has also called for operational improvements. The fund wants better profitability at both the Viator and Tripadvisor brands.

Viator is Tripadvisor’s experiences and tours booking platform. It’s been a growth driver but hasn’t satisfied activist expectations.

Neither Starboard nor Tripadvisor immediately responded to requests for comment early Tuesday. The silence suggests both sides are preparing for a public battle.

Tripadvisor faces mounting challenges beyond activist pressure. The rise of AI-powered travel planning tools threatens its traditional search-based business model.

Starboard’s $160 million stake gives it considerable influence. A 9% ownership position makes the fund one of Tripadvisor’s largest shareholders.

The board nomination battle will likely play out over the coming months. Shareholders will ultimately decide whether to back Starboard’s candidates or stick with current directors.

Starboard disclosed its stake in mid-2025 and immediately began pushing for changes. The upcoming proxy fight represents the culmination of months of behind-the-scenes pressure.

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