Tripadvisor Inc. (NASDAQ: TRIP) announced it entered into a cooperation agreement with Starboard Value LP that will add four new directors to the company's board.

Under the agreement, Dhiren Fonseca and Andrew F. Cates were appointed to the board immediately. Starboard will recommend two additional directors for election at Tripadvisor's 2026 annual meeting of stockholders.

The board will expand from eight to ten directors with the immediate appointments and remain at ten directors following the 2026 annual meeting. Starboard agreed not to nominate a competing slate of director candidates and will vote its shares in favor of Tripadvisor's board nominees at the annual meeting.

"We are pleased to have reached a constructive resolution with Starboard and to welcome Dhiren and Andy to the Board," said Greg Maffei, chairman of Tripadvisor.

Jeff Smith, managing member and CEO of Starboard, said the firm invested in Tripadvisor based on its view that the company has opportunity as a global leader in online travel.

Fonseca, 61, currently serves as executive chairman of Rent the Runway Inc. (NASDAQ: RENT) and has been an advisor to TPG Global LLC since May 2025. He previously held various roles at Expedia Inc., including chief commercial officer from 2012 to 2014.

Cates, 55, has served as managing member of Value Acquisition Fund LLC since founding the company in 2005. He also serves as CEO of RVC Outdoor Destinations, which he founded in 2007. He previously served on the boards of Pioneer Natural Resources and PICO Holdings Inc.

Starboard has agreed to customary standstill, voting and other provisions as part of the cooperation agreement, according to the company's statement.