Sector: Communication
TRIPADVISOR INC · Meeting: June 29, 2026
Directors FOR
4
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
Mr. Dichter joined the board in 2025, which is within the 24-month new-director exemption period; no TSR trigger applies, and he brings deep global travel and hospitality expertise directly relevant to Tripadvisor's core business.
Mr. Goldberg has served as a director since July 2022 (more than 24 months), so the TSR trigger applies: TripAdvisor's stock has fallen 35.6% over three years while the consumer discretionary sector ETF (XLY) gained 65.7%, a gap of over 101 percentage points — far exceeding the 30-point threshold for companies with negative absolute returns; the 5-year return of -76.5% versus XLY confirms this is sustained underperformance rather than a temporary dip, so no mitigating downgrade applies.
Ms. Morgan has served as a director since 2019 (well over 24 months), so the TSR trigger applies: TripAdvisor's stock has lost 35.6% over three years while the consumer discretionary sector ETF (XLY) gained 65.7%, a gap exceeding 101 percentage points above the 30-point threshold; the 5-year return of -76.5% versus XLY confirms sustained underperformance, so no mitigating downgrade to FOR is warranted.
Mr. Philips has served as a director since 2011 (well over 24 months), so the TSR trigger applies: TripAdvisor's stock has declined 35.6% over three years while the consumer discretionary sector ETF (XLY) gained 65.7%, a gap of over 101 percentage points above the 30-point threshold; the 5-year return of -76.5% versus XLY confirms this is a sustained pattern of underperformance, so no mitigating downgrade applies.
Ms. Shineman Blake has served as a director since 2019 (well over 24 months), so the TSR trigger applies: TripAdvisor's stock has lost 35.6% over three years while the consumer discretionary sector ETF (XLY) gained 65.7%, a gap exceeding 101 percentage points above the 30-point threshold; the 5-year return of -76.5% versus XLY confirms sustained underperformance, so no mitigating downgrade to FOR is warranted.
Mr. Wiesenthal has served as a director since 2011 (well over 24 months), so the TSR trigger applies: TripAdvisor's stock has declined 35.6% over three years while the consumer discretionary sector ETF (XLY) gained 65.7%, a gap of over 101 percentage points above the 30-point threshold; the 5-year return of -76.5% versus XLY confirms this is sustained underperformance with no mitigating 5-year recovery, so no downgrade to FOR is warranted.
For Analysis
New nominee with no prior board tenure; exempt from TSR trigger as a first-time nominee, and brings relevant AI, technology policy, and legal expertise.
Joined the board in March 2026, well within the 24-month exemption window, so the TSR trigger does not apply; brings hospitality, real estate, and public company board experience relevant to Tripadvisor's strategy.
Joined the board in March 2026, well within the 24-month exemption window, so the TSR trigger does not apply; brings over 30 years of online travel and marketplace experience including founding roles at Expedia.
New nominee standing for election for the first time at this meeting (nominated pursuant to the Starboard cooperation agreement); exempt from the TSR trigger as a first-time nominee, and brings deep online travel industry leadership experience including as CEO of Travelocity.
Of the ten nominees, five long-tenured directors (Goldberg, Morgan, Philips, Shineman Blake, Wiesenthal) are subject to an AGAINST vote because TripAdvisor's stock has lost 35.6% over three years while the consumer discretionary ETF (XLY) gained 65.7% — a gap of over 101 percentage points that far exceeds the 30-point threshold, and the 5-year return of -76.5% confirms this is sustained underperformance. The five remaining nominees (Bisesto, Cates, Dichter, Fonseca, Sparks) are either new nominees or joined within the past 24 months and are exempt from the TSR trigger.
CEO
Matt Goldberg
Total Comp
$10,086,426
Prior Support
98%%
CEO Matt Goldberg received total compensation of approximately $10.1 million in 2025, which includes an $8.2 million equity award (a mix of time-based restricted stock units and performance stock awards) on top of a $900,000 base salary and an $841,000 bonus — this is above the expected benchmark for a CEO at a $1.3 billion consumer internet company. The pay-for-performance alignment check fails: variable compensation is above benchmark while TripAdvisor's stock has declined 35.6% over three years compared to a 65.7% gain in the consumer discretionary sector ETF (XLY), a gap of over 101 percentage points, meaning shareholders have lost significant value while executives continued to receive large equity grants. Although the compensation structure includes meaningful performance conditions on the stock awards (revenue and adjusted EBITDA targets) and prior say-on-pay approval was 98%, the magnitude of the TSR underperformance relative to the sector makes it difficult to conclude that above-benchmark variable pay was justified by shareholder experience.
Auditor
KPMG LLP
Tenure
12 yrs
Audit Fees
$2,563,000
Non-Audit Fees
$202,337
Non-audit fees (audit-related fees of $125,893 plus tax fees of $73,744 plus other fees of $2,700, totaling approximately $202,337) represent about 7.9% of audit fees of $2,563,000 — well below the 50% threshold that would raise independence concerns; KPMG has served since 2014 (approximately 12 years), which is below the 25-year tenure threshold; and there are no disclosed material financial restatements.
The 2026 TripAdvisor annual meeting features two standard proposals — director elections and auditor ratification — but notably does not include a say-on-pay vote this year (the company holds its advisory compensation vote every three years, with the next one scheduled for 2027). The most significant governance concern is TripAdvisor's severe stock underperformance: the stock has lost 35.6% over three years and 76.5% over five years while the consumer discretionary sector ETF (XLY) gained 65.7% and substantially more over the same periods, triggering AGAINST votes for five long-tenured directors and an AGAINST on the implied say-on-pay assessment, while the five newer directors added as part of the Starboard cooperation agreement are exempt from the performance trigger.
