Tripadvisor to Add Dhiren Fonseca and Andrew Cates, Expanding Board to Ten Under Starboard Pact
Tripadvisor reached a cooperation agreement with Starboard Value to add Dhiren Fonseca and Andrew Cates immediately and two more directors at the 2026 Annual Meeting, expanding its board from eight to ten members. Starboard will support all board nominees, forgo a separate slate and abide by standstill and voting provisions.
1. Cooperation Agreement Highlights
Tripadvisor entered a cooperation agreement with Starboard Value LP to strengthen its governance and value-creation efforts by adding four new directors to its board of directors. The pact signals a constructive resolution with the activist investor and aims to align both parties on long-term shareholder value.
2. Immediate Appointments
Effective immediately, Dhiren R. Fonseca, 61, Executive Chairman of Rent the Runway and veteran of Expedia and Microsoft, and Andrew F. Cates, 55, Managing Member of Value Acquisition Fund and CEO of RVC Outdoor Destinations, have joined Tripadvisor’s board of directors.
3. Upcoming Board Additions
Under the agreement, Starboard will recommend two additional director nominees for election at Tripadvisor’s 2026 Annual Meeting, bringing the board’s total headcount from eight to ten members by mid-2026 and maintaining that size thereafter.
4. Voting and Standstill Provisions
Starboard has agreed to vote all its shares in favor of Tripadvisor’s board nominees, forgo a separate slate of candidates and comply with customary standstill, voting and other provisions in exchange for its board seats.