DEF 14A of TripAdvisor, Inc., Apr 30, 2026

DEF 14A of TripAdvisor, Inc.

Filed Apr 30, 2026 · FY20250001193125-26-197113

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Board of Directors Overview

    Board of Directors Overview Our Board currently consists of ten members. Pursuant to the terms of Tripadvisor’s bylaws, each director serves for a one-year term from the date of his or her election and until such director’s successor is elected or until such director’s earlier resignation or removal. The Board recommends that each of the ten nominees listed below be elected to serve a one-year term and until such director’s successor shall have been duly elected and qualified or until such director’s earlier resignation or removal: Laura Bisesto Andrew Cates Alex Dichter Dhiren Fonseca Matt Goldberg Betsy L. Morgan Jeremy G. Philips Trynka Shineman Blake Carl D. Sparks Robert S. Wiesenthal Tripadvisor only has common stock outstanding and the holders of Tripadvisor common stock are entitled to elect the directors. Election of each director requires a plurality of votes cast. Proxies cannot be voted for a greater number of individuals than nominees named. In connection with the Merger, the Governance Agreement permitting LTRIP the right to nominate and vote on directors is no longer in place. Therefore, holders of Tripadvisor common stock are entitled to elect all ten directors. The nominees for election to the Board have each consented to their nomination. Although management does not anticipate that any of the nominees named above will be unable or subsequently unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute nominee designated by the Board. As previously disclosed, on March 22, 2026, we entered into the Cooperation Agreement with Starboard, pursuant to which, among other things, (i) four new independent directors joined our Board of Directors (Andrew Cates and Dhiren Fonseca were appointed to the Board in March 2026 and have been recommended for re-election at the 2026 Annual Meeting; Laura Bisesto and Carl Sparks have been nominated for election at the 2026 Annual Meeting), (ii) we increased the size of the Board from eight to ten, and (iii) Starboard agreed to, among other things, vote all shares of the Company’s common stock beneficially owned by Starboard in favor of the Company’s director nominees and in accordance with the Board’s recommendation on all other proposals, subject to certain limited exceptions. The Cooperation Agreement also includes provisions regarding committee membership of the directors to be appointed and elected, and procedures for determining any replacements for directors who join the Board pursuant to the Cooperation Agreement. For additional information regarding the Cooperation Agreement and our Bylaws, please see our Current Report on Form 8-K filed on March 23, 2026 and the exhibits filed therewith.

  3. Information Regarding Director Nominees

    Information Regarding Director Nominees The information provided below about each nominee is as of the date of this Proxy Statement. The information presented includes the name of each of the nominees, along with his or her age, any positions held with the Company, term of office as a director, principal occupations or employment for the past five years or more, involvement in certain legal proceedings, if applicable, and the names of all other publicly-held companies for which he or she currently serves as a director or has served as a director during the past five years. The information also includes a description of the specific experience, qualifications, attributes and skills of each nominee that led our Board to conclude that he or she should serve as a director of the Company for the ensuing term. The ten nominees to the Board possess the experience and qualifications that we believe will allow them to make substantial contributions to the Board. In selecting nominees to the Board, we seek to ensure that the Board collectively has a balance of backgrounds, experience, and expertise, including chief executive officer experience, chief financial officer experience, international expertise, corporate governance experience and experience in other functional areas that are relevant to our business. The following contains a more detailed discussion of the business experience and qualifications of each of the nominees to the Board.

  4. Information Regarding Director Nominees

    | Laura Bisesto Age: 41 | Ms. Bisesto has served as Chief of Staff to the Chief Financial Officer of OpenAI Group PBC (d/b/a “OpenAI”), an artificial intelligence research and deployment company, since August 2024. In this role, Ms. Bisesto leads finance strategy and operations and OpenAI’s AI-native finance transformation. Previously, Ms. Bisesto served as the Head of Policy and Privacy / Head of Corporate Counsel at Nextdoor Holdings, Inc., a hyperlocal social media platform, from September 2020 to August 2024. From January 2024 to August 2024, she also served as Chair of the Board of Directors of Internet Works, a middle-tech advocacy organization. Prior to that, Ms. Bisesto served as Director of Policy at Checkr, Inc., an AI-powered background check and screening company, from December 2019 to July 2020, and as Head of U.S. State Public Policy at Verizon Media Inc. (n/k/a Yahoo Inc.) from June 2018 to December 2019. Ms. Bisesto also previously held various public policy leadership roles at Lyft, Inc. from November 2015 to June 2018. Earlier in her career, she served as an Assistant District Attorney in the San Francisco District Attorney’s Office from July 2011 to October 2015. Ms. Bisesto earned a B.A. in Political Science from the University of California, Los Angeles and a J.D. from the University of California, College of the Law, San Francisco (f/k/a University of California, Hastings College of the Law). Board Membership Qualifications: Ms. Bisesto brings to the Board expertise in AI and technology policy, and global privacy, which are critical to the Company’s strategic evolution. Her leadership in OpenAI’s AI-native finance transformation provides unique insights into the operational integration of emerging technologies. Additionally, her background in public policy and legal affairs at Nextdoor and Lyft, combined with her service as an Assistant District Attorney, offers a robust perspective on navigating complex regulatory environments and public corporate governance. |

  5. Information Regarding Director Nominees

    | Andrew Cates Age: 55 Director Since: 2026 Committee Memberships: • Nominating and Corporate Governance | Mr. Cates is the founder and Managing Member of Value Acquisition Fund LLC, an acquisition, development and asset management firm he has led since 2005. He is also the Chief Executive Officer and General Partner of RVC Outdoor Destinations, a leading developer and owner of high quality outdoor resorts across the United States. Mr. Cates previously served on the boards of Pioneer Natural Resources Company from 2009 to October 2020 and PICO Holdings Inc. from 2016 to 2017, where he was a member of the Audit and Compensation Committees of each company. Earlier in his career, he was a Partner of Viceroy Investments, LLC, a Dallas based commercial real estate investment firm, and worked at Crow Family Holdings (formerly Crow Investment Trust) on partnership and loan workouts, acquisitions and asset management. Mr. Cates is also active in civic and nonprofit initiatives, including leading the development of the Soulsville Revitalization Project in Memphis, and serving as Board Chairman of Memphis Fourth Estate, Inc. and as a member of the Board of Advisors of Myelin Repair Foundation. He holds a B.B.A. in Finance from The University of Texas at Austin. Board Membership Qualifications: Mr. Cates brings to the Board real estate, hospitality, and asset management expertise, particularly through his leadership of RVC Outdoor Destinations, which provides him with insight into the outdoor travel and resort sector. His public company board experience offers the Board a perspective on capital allocation and strategic oversight. |

  6. Information Regarding Director Nominees

    | Alex Dichter Age: 58 Director Since: 2025 Committee Memberships: • None | Mr. Dichter has served as a senior advisor to KSL Capital Partners, a private equity firm specializing in hospitality and travel, since February 2025. He is also a senior advisor to 26 North, an investment firm focused on long-term value creation. From September 1999 through January 2025, Mr. Dichter held several positions at McKinsey & Company, most recently as Senior Partner leading the Global Airline, Aviation & Travel Practice and the Asia-Pacific Travel, Transport & Logistics Practice. Since February 2024, Mr. Dichter has served as Chair of the Board of Hurtigruten Expeditions, the world’s oldest expedition cruise line, and as a Board Advisor to Tortuga Resorts, a KSL Capital Partners portfolio company. He also serves as an independent director of Flight Radar 24. Mr. Dichter holds a bachelor’s degree from Embry-Riddle Aeronautical University and an M.B.A. from The Tuck School of Business. Board Membership Qualifications: Mr. Dichter has strategic and operational experience across the global airline, hospitality and travel sectors, including more than 20 years leading a major consulting firm's airline and travel practices. His role as a senior advisor and board chair in travel and leisure businesses provide the Board with insight into industry dynamics, capital deployment and risk management that is relevant to Tripadvisor's strategy. |

  7. Information Regarding Director Nominees

    | Dhiren Fonseca Age: 61 Director Since: 2026 Committee Memberships: • Compensation | Mr. Fonseca has served as Executive Chairman of Rent the Runway, Inc., an e-commerce platform focused on subscription designer apparel and accessories, since October 2025. He also advises private equity and growth companies, including TPG Global, LLC since May 2025, GetPica Group S.p.A since January 2023 and Certares LP since 2018, where he was previously a Partner from 2014 to 2018. From December 2020 to April 2021, Mr. Fonseca was Chief Executive Officer and President of RentPath, Inc., an online residential rental marketplace, and served on its board of directors, and earlier spent nearly two decades at Expedia Group, Inc. in senior leadership roles including Chief Commercial Officer and Co-President, Partner Services Group. He began his career at Microsoft Corporation, where he was part of the management team that launched Expedia.com. Mr. Fonseca has served on numerous public and private company boards across travel, technology and services, including Alaska Air Group, Inc., Rackspace Technology, Inc., Cynosure Inc., Osiris Acquisition Corp, Wilbur Ellis, DRF Logistics, LLC and others. Mr. Fonseca attended the University of Manitoba. Board Membership Qualifications: Mr. Fonseca brings over 30 years of online travel and technology leadership, having been part of the original Microsoft management team that founded Expedia.com. His operational background, including his tenure as Chief Commercial Officer of Expedia, provides the Board with expertise in scaling global marketplaces and managing complex supplier ecosystems. |

  8. Information Regarding Director Nominees

    | Matt Goldberg Age: 55 Director Since: 2022 | Mr. Goldberg has served as President and CEO of Tripadvisor, Inc. since July 2022. From February 2020 through June 2022, Mr. Goldberg held various senior positions at The Trade Desk, a global technology company, including Executive Vice President, North America and Executive Vice President, Global Operations, as well as serving as founding director of Dataphilanthropy, a private foundation. Mr. Goldberg served as Global Head of M&A and Strategic Alliances and Head of India for News Corp from December 2016 through December 2019. Mr. Goldberg served as Senior Vice President, Global Market Development and Head of Corporate Development for QVC Group from October 2013 through November 2016. Prior to that, Mr. Goldberg was CEO of Lonely Planet, a global travel guide publisher for nearly five years. Mr. Goldberg is active in edtech, philanthropy and nonprofit board leadership, including Lingoda GmbH, The Burning Man Project, Lumina Foundation, and Jim Joseph Foundation. Mr. Goldberg holds an M.B.A. from Stanford University, an M.A. in International Studies from The University of Melbourne, and a B.A. in English from Cornell University. Board Membership Qualifications: Mr. Goldberg has more than 25 years of experience across global and multinational businesses with a particular focus on the global travel industry. Mr. Goldberg also brings strategic, operational and governance acumen from his executive and director roles with several companies across the travel, digital media, and data sectors. |

  9. Information Regarding Director Nominees

    | Betsy L. Morgan Age: 57 Director Since: 2019 Committee Memberships: • Compensation—Chair • Nominating and Corporate Governance | Ms. Morgan is currently the co-founder of Magnet Companies, a private equity-backed company focused on media and commerce. From February 2016 to July 2018, Ms. Morgan served as an Executive in Residence of LionTree, an advisory and merchant bank firm specializing in technology and media. From January 2011 to July 2015, Ms. Morgan was the CEO of TheBlaze, an early multi-platform and direct-to-consumer news and entertainment company. Prior to TheBlaze, Ms. Morgan was the CEO of The Huffington Post. Ms. Morgan currently serves on the board of directors of the following privately-held companies: Trusted Media Brands, Chartbeat and TheSkimm. Ms. Morgan has an M.B.A. from Harvard Business School and a B.A. in Political Science and Economics from Colby College, where she served as a member of the Board of Trustees for eight years. She is also a contributor to Riptide, an oral history of journalism and digital innovation created by Harvard’s Shorenstein Center on Media, Politics and Public Policy. Board Membership Qualifications: Ms. Morgan has experience leading digital media, subscription and original content businesses, which are relevant to Tripadvisor's strategy. Her financial background, investment knowledge and board experience also offer a valuable perspective to the Company. |

  10. Information Regarding Director Nominees

    | Jeremy G. Philips Age: 53 Director Since: 2011 Committee Memberships: • Nominating and Corporate Governance - Chair • Audit • Lead Independent Director | Mr. Philips has been a general partner of Spark Capital since May 2014. From 2012 to 2014, Mr. Philips invested in private technology companies. From 2010 to 2012, Mr. Philips served as the Chief Executive Officer of Photon Group Limited, a holding company listed on the Australian Securities Exchange. From 2004 to 2010, Mr. Philips held various roles of increasing responsibility with News Corporation, most recently as an Executive Vice President in the Office of the Chairman. Before joining News Corporation, he served in several roles, including co-founder and Vice-Chairman of ecorp, a publicly-traded Internet holding company. Mr. Philips has served on the board of directors of Angi Inc. since November 2021, and served on the board of Affirm Holdings from 2015 to 2021. He holds a B.A. and LL.B. from the University of New South Wales and an MPA from the Harvard Kennedy School of Government. Board Membership Qualifications: Mr. Philips has a broad understanding of technology products, including AI technologies. He also brings financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. He has strategic and operational experience acquired through his service as chief executive officer and other executive-level positions. |

  11. Information Regarding Director Nominees

    | Trynka Shineman Blake Age: 52 Director Since: 2019 | Ms. Shineman has served on the board of directors of SEMRush, an online visibility and content marketing SaaS business, since November 2020 until its acquisition by Adobe in April 2026, where she served as chair of its Nominations and Governance Committee and as a member of its Compensation Committee; Twist Bioscience, a leader in synthetic biology since 2025, where she serves on the Audit Committee; Captura since 2022 and Steer since 2024, two private vertically focused SaaS businesses. From March 2004 through February 2019, Ms. Shineman held positions of increasing responsibility with Cimpress N.V., most recently was the Chief Executive Officer of its Vistaprint business. Previously, she was a member of the board of Ally Financial, and UBM PLC. Ms. Shineman has an M.B.A. from Columbia Business School and a B.A. in Psychology from Cornell University. Board Membership Qualifications: Ms. Shineman has many years of experience with customer-focused businesses and digital business models. She has experience helping companies develop an understanding of customer needs and shaping the organization around those needs. |

  12. Information Regarding Director Nominees

    | Committee Memberships: • Audit • Compensation |

  13. Information Regarding Director Nominees

    | Carl D. Sparks Age: 58 | Mr. Sparks has served as Managing Partner at Interlock Partners, a venture capital firm, since 2020. Prior to joining Interlock Partners, Mr. Sparks served as Senior Advisor at Bain Capital from 2018 to 2019 and as Chief Executive Officer of Academic Partnerships from 2016 to 2017. Previously, he served as President and Chief Executive Officer of Travelocity Global from 2011 to 2014 and as President of Gilt Groupe from 2010 to 2011, after initially serving as its Chief Marketing Officer. Mr. Sparks also served in various roles of increasing responsibility at Expedia Group, Inc., including as General Manager at Hotels.com USA, Latin America & Canada from 2008 to 2009 and Chief Marketing Officer at Expedia.com from 2006 to 2007. Earlier in his career, he held senior roles at Capital One Financial Corp., Diageo PLC, PepsiCo Inc., and Boston Consulting Group. Mr. Sparks currently serves on the Boards of Directors of Waste Connections, Inc. since March 2024, Cint Group AB since January 2022, and Copart, Inc. since September 2021. He previously served as a director of Avis Budget Group, Inc. from 2018 to 2021, Dunkin’ Brands Group, Inc. from 2013 to 2020, and Vonage Holdings Corp. from 2011 to 2018. Mr. Sparks earned a B.S.E. in Mechanical and Aerospace Engineering from Princeton University and an M.B.A. from Harvard Business School. Board Membership Qualifications: Mr. Sparks brings leadership and operational experience in the online travel and technology sectors, having served as the Chief Executive Officer of Travelocity Global and in senior executive roles at Expedia and Hotels.com. His background in digital marketing and brand strategy is complemented by venture capital experience and a track record of driving growth at scale. Furthermore, Mr. Sparks’ service on the boards of several other publicly traded companies provides expertise in corporate governance, capital allocation, and strategic oversight. |

  14. Information Regarding Director Nominees

    | Robert S. Wiesenthal Age: 59 Director Since: 2011 Committee Memberships: • Audit—Chair | Since July 2015, Mr. Wiesenthal has served as Chief Executive Office of Blade (now a wholly owned subsidiary of Joby Aviation) and, since August 2025, has served as Chairman of Strata Critical Medical ("Strata") (formerly Blade Air Mobility, Inc.). He has served as one of Strata's directors since June 2014. From January 2013 to July 2015, Mr. Wiesenthal served as Chief Operating Officer of Warner Music Group Corp., a global music conglomerate. From 2000 to 2012, Mr. Wiesenthal served in various senior executive capacities with Sony Corporation ("Sony"), most recently as Executive Vice President and Chief Financial Officer of Sony Corporation of America. Prior to joining Sony, from 1988 to 2000, Mr. Wiesenthal served in various capacities with Credit Suisse First Boston, most recently as Managing Director, Head of Digital Media and Entertainment. Mr. Wiesenthal previously served on the board of directors of Starz, a global media and entertainment company. Mr. Wiesenthal has a B.A. from the University of Rochester. Board Membership Qualifications: Mr. Wiesenthal possesses strategic, operational and financial experience, gained through his service in executive-level positions with a strong focus on networked consumer electronics, entertainment, and digital media. He also brings financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. |

  15. Information Regarding Director Nominees

    | • Nominating and Corporate Governance |

  16. Information Regarding Director Nominees

    In addition to the information presented regarding each nominee’s specific experience, qualifications, attributes, and skills that led the Board to the conclusion that he or she should be nominated as a director, each nominee has proven business acumen, extensive management experience in complex organizations, and an ability to exercise sound judgment, as well as a commitment to Tripadvisor and its Board as demonstrated by each nominee’s past service. The Board considered the Nasdaq requirement that Tripadvisor’s Audit Committee be composed of at least three independent directors, as well as specific Nasdaq and U.S. Securities and Exchange Commission (“SEC”) requirements regarding financial literacy and expertise.

  17. Required Vote

    Required Vote Election of each director requires a plurality of the votes cast. We ask our stockholders vote "FOR" each of the director nominees. Valid proxies received pursuant to this solicitation will be voted in the manner specified. With respect to the election of directors, you may vote “FOR” or “WITHHOLD”. Where no specification is made, it is intended that the proxies received from stockholders will be voted "FOR" the election of the director nominees identified. Votes withheld and broker non-votes will have no effect on the outcome.

  18. Required Vote

    | THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE. |

  19. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  20. Corporate Governance Highlights

    Corporate Governance Highlights The Company’s Board endeavors to conduct itself and to manage the Company in a way that best serves all of the Company’s stockholders. We strive to maintain high governance standards in our business and our commitment to effective corporate governance is illustrated by the following practices: • Chair of the Board separate from the CEO; • Existence of a Lead Independent Director; • Nine of the ten directors will be independent; • All three Audit Committee members are independent and all three qualify as a “financial expert”; • Existence of a Nominating and Corporate Governance Committee; • Self-evaluation by members of the Board regarding the workings of the Board and optimizing its performance; • All directors attended at least 75% of Board and applicable committee meetings during the period in which they served in 2025; • Board oversight over management’s development and execution of the Company’s strategy and plan, including the extent to which risks and opportunities are embedded in that strategy; • Board review of enterprise risk management and related policies, processes and controls, with Board committees exercising oversight for risk matters within their purview; • Board oversight over cybersecurity risk management; • Direct access and regular communication between the Board and members of senior management; • We do not have a shareholder rights plan (also known as a poison pill); • Stock ownership guidelines for directors and executive officers; and • Comprehensive insider trading policy that also prohibits hedging and pledging transactions of our stock by directors or employees. In connection with our ongoing Board refreshment process, the following summary information reflects the composition of our director nominees standing for election at the Annual Meeting, who we believe contribute valuable leadership and operational experience aligned to support our focus on long-term value creation.

  21. Corporate Governance Highlights

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  22. Board of Directors

    Board of Directors

  23. Pro Forma Board Composition: Director Experience, Attributes and Skills

    Pro Forma Board Composition: Director Experience, Attributes and Skills The Board believes that a complementary mix of varied experiences, attributes and skills will best serve our Company and our stockholders. Our Board is comprised of a high-performing group of individuals whose previous experience, financial and business acumen, personal ethics and dedication to our Company benefit the Company and our stockholders. The Board composition is intentionally designed to align with the Company's strategic focus on AI implementation and enhanced independent oversight. The addition of three independent board members since our 2025 Annual Meeting, two additional independent nominees, and the intended appointment of an independent Board Chair ensure a diverse, expert-led body capable of driving stockholder value. The following reflects the anticipated skills and experience profile of the Board of Directors for the 2026-2027 term, assuming the election of all nominees at the 2026 Annual Meeting:

  24. Director Nominee Experience, Attributes and Skills

    Director Nominee Experience, Attributes and Skills

  25. Director Nominee Experience, Attributes and Skills

    | Qualifications, Expertise, and Attributes | | # of Directors | | | Senior Executive Experience | 9 of 10 | | | Deep experience leading, managing and//or transforming an organization, with accountability for overall performance and strategic direction | | | | Product, Technology, AI or Data Analytics | 10 of 10 | | | Possesses a strong understanding of technology products, AI technologies, data analysis techniques or cybersecurity risks to drive insights, improve decision-making, and enhance business value | | | | Accounting and Finance | 7 of 10 | | | Leadership of a financial firm or management of the finance function of an enterprise, resulting in financial sophistication, proficiency in overseeing financial reporting and disclosure controls and procedures | | | | Corporate Governance | 8 of 10 | | | Experience serving on public company boards or counseling such boards on governance, risk management and fiduciary duties | | | | Marketplace / eCommerce Experience | 6 of 10 | | | Significant experience in operating two-sided online marketplaces, which may include expertise managing online sales platforms or deploying digital marketing strategies to drive customer and partner acquisition, conversion and engagement | | | | Travel and Leisure Industry | 8 of 10 | | | Knowledge of the travel and leisure industry and the challenges and opportunities facing our business | | | | Global / International Business | 8 of 10 | | | We operate a global business and believe it is important the Board includes directors with a mix of global business perspectives representing a variety of markets | |

  26. Compensation Program Objectives

    | Compensation Element | Compensation Objective | Performance Metrics | Characteristics | Time Horizon | | Base Salary | • Attract and retain qualified executives | • None | • Market-competitive, fixed level of compensation | • Annual | | Annual Bonus | • Attract and retain qualified executives • Motivate employees to achieve specific short and long-term strategic goals and objectives | • Revenue • Adjusted EBITDA | • At target, annual incentive provides market-competitive total cash opportunity • At-risk compensation | • Annual | | Equity Awards - Time-Based RSUs | • Align employees' and stockholders’ interests • Attract and retain qualified executives | • N/A | • Generally vest over four years to enhance retention • At-risk compensation | • Four years | | Equity Awards - Performance-Based RSUs | • Motivate performance of senior-level employees to achieve specific long-term financial and strategic objectives | • Revenue • Adjusted EBITDA | • At-risk compensation • Two-year performance period, with a three-year vesting period | • Three years |

  27. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee is appointed by the Board and consists entirely of directors who are “outside directors” for purposes of Section 162(m) of the Code. The Compensation Committee is responsible for (i) designing and overseeing our compensation with respect to our executive officers, including salary matters, bonus plans and stock compensation plans; and (ii) approving all grants of equity awards. Notwithstanding the foregoing, the Compensation Committee has delegated to the Company's Chief Executive Officer the authority to grant certain types of equity awards, subject to certain limitations, to employees other than executive officers. As described in further detail below, the Compensation Committee works with management and an independent compensation consultant to determine appropriate compensation for our executive officers other than our President and Chief Executive Officer. The compensation of our CEO is determined by the Compensation Committee in consultation with an independent compensation consultant.

  28. Role of Compensation Consultant

    Role of Compensation Consultant Pursuant to the Compensation Committee Charter, the Compensation Committee is authorized to, and have direct responsibility for, the appointment, compensation and oversight of the work of any compensation consultant retained by the Compensation Committee. For Fiscal 2025, the Compensation Committee has retained FW Cook, a premier provider of independent executive and non-employee director compensation consulting services to compensation committees and senior management, as their independent compensation consultant to assist with our 2025 compensation program. FW Cook has served as the Compensation Committee's independent compensation consultant since July 2021. FW Cook has provided objective, independent and expert advice to the Compensation Committee and senior management on matters related to executive pay. More specifically, FW Cook provides the following services to the Compensation Committee: Assist in developing and annually evaluating a peer group of publicly-traded companies to help assess executive compensation, equity usage relative to peer companies and “new hire” compensation; • Compile and analyze competitive compensation market data and review all elements of Tripadvisor’s executive compensation program and practices to assist the Compensation Committees in developing a competitive compensation framework for our executive officers; • Review the value of equity compensation granted to our executives and advise on matters related to our long-term incentive compensation structure generally as well as any potential one-off equity grants; • Provide advice on matters related to director compensation; and • Provide updates on executive compensation trends and regulatory developments. While the Compensation Committee meets regularly with the independent compensation consultant and considers input from the compensation consultant in making decisions with respect to compensation matters, the Compensation Committee additionally considers other factors in making decisions on executive pay adjustments, including individual and company performance, information and analysis it receives from management and their own judgment and experience. The Compensation Committee makes all final decisions regarding executive compensation. Based on consideration of the factors set forth in the rules of the SEC and Nasdaq, the Compensation Committee has determined that its relationship with FW Cook and the work performed by FW Cook on behalf of the Compensation Committee has not raised any conflict of interest that would prevent it from independently advising the Compensation Committee. In addition, in compliance with the Compensation Committee Charter, the Compensation Committee approved the fees paid to FW Cook for work performed in 2025. These fees were paid for services exclusively related to executive and non-employee director compensation. FW Cook did not provide any other services to the Company or its affiliates during the last completed fiscal year.

  29. Role of Stockholders

    Role of Stockholders We have historically held an advisory vote to approve the compensation of our NEOs (the "say-on-pay vote") every three years. At our 2024 Annual Meeting of Shareholders (the "2024 Annual Meeting"), stockholders considered and voted upon the frequency of future say-on-pay votes, and voted in favor of a say-on-pay vote every three years. Following the 2024 Annual Meeting, our Board considered various factors, including the results of the non-binding advisory vote on the frequency of future stockholder advisory votes, in its deliberations, and decided that it was in the best interest of the Company to hold a say-on-pay vote every three years. Accordingly, the next stockholder say-on-pay vote will be held at the 2027 Annual Meeting of Stockholders. At our 2024 Annual Meeting, we held a say-on-pay vote on the compensation of our NEOs in 2023 (the "2024 say-on-pay vote"). Approximately 98% of the votes cast were in favor of our 2024 say-on-pay vote. The Compensation Committee considers the results of the advisory say-on-pay votes, among other factors described in this CD&A section, in evaluating our executive compensation programs and philosophy. In evaluating our 2025 executive compensation program, the Compensation Committee considered the result of the 2024 say-on-pay vote. Our Compensation Committee takes into account input from our stockholders, the recommendations of major proxy advisory firms, the practices of companies in our peer group and the views of our compensation consultant in designing our executive compensation program and setting compensation for our NEOs. Specifically, our executive compensation program includes the following features that we believe promote stockholders’ interests and strong corporate governance: • Greater portions of compensation that are incentive based, or “variable,” as described in more detail below; • Increased focus on structuring annual bonus and equity awards so that payouts are tied to the achievement of established financial targets and strategic objectives; Cash and equity incentive awards are subject to our Clawback Policy; Robust executive stock ownership guidelines; A policy that prohibits hedging, or hedging against losses, of Tripadvisor securities; and • Provisions in our equity plans that prohibit repricing of stock options without stockholder approval. We will continue to evaluate ways to ensure that our executive compensation programs compensate our NEOs for performance that furthers our business strategy and initiatives, competitive performance, sound corporate governance principles and stockholder value and return. We will continue to seek to align our NEOs’ incentive compensation opportunities to the achievement of short-term and long-term performance objectives that are directly aligned with the interest of our stockholders.

  30. Annual Bonus

    Annual Bonus Unless otherwise provided by the provisions of his or her employment agreement, the target annual bonus opportunities for our NEOs are generally established by the Compensation Committee, based on competitive market data and recommendations by the President and Chief Executive Officer, other than in connection with his own compensation. Annual bonuses are awarded to recognize and reward each NEO based on achievement of the Company’s annual operating plan as well as achievement of any strategic or business goals set for such NEO and such NEO’s specific contributions to the Company’s performance. The amount awarded each year is based on (i) with respect to 75%, the extent to which certain pre-established financial performance targets are achieved during the year; and (ii) with respect to the remaining 25%, the extent to which individual performance goals are achieved during the year. The annual bonus is “variable compensation” because the Company must achieve certain performance goals and/or the NEO must achieve individual performance goals aligned with strategic and business goals in order for the NEOs to receive an annual incentive bonus, with the amount of bonus based on the extent to which the targets and goals are achieved. The annual bonus is designed to motivate our NEOs to improve Company and individual performance. The annual bonus program aligns a portion of executive compensation with key financial targets and, as a result, provides a valuable link between compensation and stockholder value creation. The financial performance goals for Messrs. Goldberg, Noonan and Kalvert consist of Company revenue (50%) and adjusted EBITDA (50%) for the consolidated group of companies. The financial performance goals for Mr. Ambeskovic and Ms. Dalton also consist of revenue (50%) and adjusted EBITDA (50%) financial performance targets but are primarily focused on the financial performance of the business unit each of them led in 2025 (TheFork and brand Tripadvisor, respectively) with a smaller percentage of the financial performance based on performance for the consolidated group of companies. For each financial performance metric and goal, there is a minimum, or threshold, level of performance required for bonus with respect to such metric, a target for 100% payout with respect to such metrics and a maximum level for the maximum payout with respect to such metric. The annual bonus was designed with such threshold, target and maximum goals in order to create more financial incentive for management to achieve a performance range of target or higher. In March 2026, the Compensation Committee approved payouts for bonuses with respect to Fiscal 2025 for each of our NEOs after taking into account a variety of factors including, but not limited to, the following: Performance for the consolidated group and each of the business units relative to targets previously established; • Performance against the strategic initiatives described above and the executive officers’ contributions and efforts with respect to such initiatives; • Each NEO’s individual performance; and • The recommendations of the Chief Executive Officer and President (other than in connection with his own compensation). The table below sets forth, for each NEO, the target bonus for Fiscal 2025, the actual bonus paid and percentage of bonus paid relative to the annual bonus target for each NEO.

  31. Annual Bonus

    | Name | Target Bonus as % of Base Salary | Target Bonus | Bonus Award | Percentage of Award to Target | | Matt Goldberg | 100% | $900,000 | $840,960 | 93.4% | | Michael Noonan | 80% | $448,000 | $418,611 | 93.4% | | Seth J. Kalvert | 80% | $440,000 | $411,136 | 93.4% | | Kristen Dalton | 90% | $459,000 | $342,666 | 74.7% | | Almir Ambeskovic | 70% | $344,221 | $411,666 | 119.6% |

  32. Equity Awards

    Equity Awards The Compensation Committee uses equity awards to align executive compensation with our long-term performance. Equity awards link compensation to financial performance because their value depends on Tripadvisor’s performance and/or share price. Equity awards are also an important retention tool because they vest over a multi-year period, subject to continued service by the award recipient. Equity awards are typically granted to our NEOs upon hire or promotion and annually thereafter. Management generally recommends annual equity awards in the first quarter of each year when the Compensation Committee meets to make determinations regarding annual bonuses for the last completed fiscal year and to set compensation and financial targets for the current fiscal year. The practice of the Compensation Committee is to generally grant equity awards to our NEOs only in open trading windows, although awards may occasionally be granted off-cycle, including awards for new hires. It is the policy of the Board and the Compensation Committee to not take material nonpublic information into account when determining the timing and terms of equity awards or to time the release of material nonpublic information for the purpose of affecting the value of executive compensation. We did not grant any stock options, stock appreciation rights or similar option-like instruments to our NEOs in 2025. Under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan (the "2023 Plan"), the Compensation Committee may grant a variety of long-term incentive vehicles. The following is a general description of the vehicles we used in 2025: Service-Based Restricted Stock Units ("RSUs"). RSUs are a promise to issue shares of our common stock in the future provided that the NEO remains employed with us through the award’s vesting period. RSUs provide the opportunity for capital accumulation and long-term incentive value and are intended to assist in satisfying our retention objectives. As a result, RSUs typically vest over a four-year requisite service period. For our NEOs, in Fiscal 2025, the grant date fair value of RSUs represented 50% of the grant date fair value of all equity awards, with PSUs representing the remaining 50%. Performance-Based Restricted Stock Units (“PSUs”). PSUs are also a promise to issue shares of common stock in the future provided that the NEO remains employed with us through the awards vesting period and certain pre-determined financial performance metrics are achieved. The number of shares earned, if any, depends on the extent to which financial performance metrics established by the Compensation Committee are met, relative to the targets established by the Compensation Committee. For our NEOs, in Fiscal 2025, the grant date fair value of these PSUs represented 50% of the grant date fair value of all equity awards, with RSUs representing the remaining 50%. The PSUs are subject to specific financial performance metrics and established threshold, target and maximum performance targets for a two-year performance period. The PSUs are subject to a two-year performance period, following which 50% will vest at the end of the performance period and the remaining 50% will vest one year later. Based on the Company's results for the two-year period ended December 31, 2025, the PSUs awarded in 2024 vested at 38.6% of the original grant. The Compensation Committee reviews various factors considered by management when they establish Tripadvisor’s equity award grant pool including, but not limited to, the following: Tripadvisor’s business and financial performance, including year-over-year performance; • dilution rates, taking into account projected headcount growth and employee turnover; • equity compensation utilization by peer companies; • general economic conditions; and • competitive compensation market data regarding award values. For specific awards to our NEOs, the Compensation Committee considers a variety of factors including, but not limited to, the following: • Tripadvisor’s business and financial performance, including year-over-year performance; • individual performance and future potential of the executive; • the overall size of the equity award pool; • award value relative to other Tripadvisor employees; • the value of previous awards and amount of outstanding unvested equity awards; • competitive compensation market data, to the degree that the available data is comparable; and • the recommendations of the President and Chief Executive Officer, other than in connection with his own compensation. After review and consideration of the recommendations of management and the President and Chief Executive Officer, other than with respect to awards for himself, the Compensation Committee decides whether to grant equity awards to our NEOs. After consideration of the factors discussed above, in February 2025, the Compensation Committee granted the equity awards set forth in the table below to Messrs. Goldberg, Noonan, Kalvert, and Ambeskovic and Ms. Dalton in connection with our annual equity award program.

  33. Equity Awards

    | Name | Grant Date Fair Value | Number of RSUs | Number of PSUs | | Matt Goldberg | $8,199,994 | 274,983 | 274,983 | | Michael Noonan | $3,499,974 | 117,370 | 117,370 | | Seth J. Kalvert | $2,499,990 | 83,836 | 83,836 | | Kristen Dalton | $1,999,998 | 67,069 | 67,069 | | Almir Ambeskovic | $2,249,978 | 75,452 | 75,452 |

  34. Equity Awards

    The RSUs vest over four years, with 25% of such award vesting on the first anniversary of the grant date and 6.25% of the award vesting in equal quarterly installments commencing thereafter and for the remaining three years. The PSUs only vest if and to the extent the Company achieves pre-determined cumulative revenue and adjusted EBITDA financial metrics (each weighted 50%) over a two-year performance period. Based upon actual attainment relative to the financial metrics, employees may receive 0% to 200% of the target number of PSUs originally granted. Upon completion of the two-year performance period, a determination is made as to the actual number of PSUs awarded and such PSUs vest in two equal annual installments on each of December 31, 2026 and December 31, 2027.

  35. Role of Competitive Compensation Market Data

    Role of Competitive Compensation Market Data The Compensation Committee and management consider multiple data sources when reviewing compensation information to ensure that the data reflects compensation practices of relevant companies in terms of size, industry and business complexity. Among other factors, the Compensation Committee considers the following information regarding compensation for our NEOs: • Data from compensation surveys that include companies of a similar size and industry; and • Data regarding compensation for certain executive officer positions from recent proxy statements and other SEC filings of peer companies. The Compensation Committee annually retains our compensation consultant to review the compensation peer group and to recommend possible changes. Our business model is specialized in that we use our innovative technology systems and software to attract users and then facilitate transactions between our business partners and those users. Accordingly, our compensation consultant identified comparable companies focusing on publicly traded companies in the business to consumer and software industries as well as revenue and market capitalization. The compensation consultant reviewed the peer group in 2024 to evaluate compensation for 2025 and suggested no changes to the existing peer group. At the time the peer group was approved, Tripadvisor was positioned near the median in terms of revenue, market capitalization and profitability. Based on the input from FW Cook, the Compensation Committee approved the peer group set forth below for purposes of informing 2025 target compensation levels for our NEOs.

  36. Role of Competitive Compensation Market Data

    | Company Name | | Akamai Technologies | | Angi | | Box | | CarGurus | | Cimpress plc | | Etsy | | Expedia Group | | Groupon | | HubSpot | | IAC Inc. (fka IAC/InterActiveCorp) | | Redfin | | Sabre | | Shutterstock | | Stitch Fix | | Yelp | | Zillow Group |

  37. Role of Competitive Compensation Market Data

    When available, management and the Compensation Committee consider competitive market compensation paid by peer group companies but do not attempt to maintain a certain target percentile within the compensation peer group or otherwise rely solely on such data when making recommendations to the Compensation Committees regarding compensation for our NEOs. Management and the Compensation Committee strive to incorporate flexibility into our executive compensation program and the assessment process to respond to and adjust for the evolving business environment and the value delivered by our NEOs.

  38. Post-Employment Compensation

    Post-Employment Compensation The Company has entered into employment arrangements with each of our NEOs. Pursuant to these agreements, Severance Plan and statutory requirements, each of our NEOs is eligible to receive certain severance payments and benefits in the event of a qualifying termination of employment. The material terms of these employment agreements are described below under the heading “Potential Payments Upon Termination or Change in Control” below. For further information regarding the severance payments and benefits received in connection with an NEO's resignation, please see “Potential Payments Upon Termination or Change in Control.” We believe that a strong, experienced management team is essential and in the best interests of the Company and our stockholders. In addition, we recognize that the possibility of a change in control could arise and that such an event could result in the departure of our senior leaders to the detriment of the Company and our stockholders. As a result, in 2017 we adopted a severance plan applicable to certain senior leaders (the “Severance Plan”). The Severance Plan formalizes and standardizes our severance practices for certain of our senior leaders. Adoption of the Severance Plan was approved by the Compensation Committees. The Severance Plan applies to all NEOs as well as certain other senior leaders. While the benefits are generally consistent with the severance benefits provided for in individual employment agreements, there are some differences. In 2025, following a review by the Compensation Committee, in consultation with its independent compensation consultant, we amended and restated the Severance Plan to provide greater consistency among the severance provisions applicable to our NEOs and to better align those provisions with market practice for non-change in control terminations. Under the terms of the Severance Plan, in the event of any conflict or inconsistency between the terms of any employment agreement and the Severance Plan, the terms more beneficial to the executive shall prevail. To the extent any non-U.S. law requires the Company to provide benefits of any kind to an employee or imposes terms more favorable than the terms of the Severance Plan in connection with the employee's involuntary termination or similar event, the participant shall be entitled to the better of such mandatory benefits or terms and the benefits provided under the Severance Plan, without duplication. For a description and quantification of change in control payments and benefits for our NEOs, please see the section below entitled “Potential Payments Upon Termination or Change in Control.” The 2023 Plan provides only for “double trigger” acceleration (i.e., acceleration upon termination by the Company other than for Cause or disability or resignation for Good Reason, in each case within three months prior to and 12 months following a Change in Control). The 2023 Plan also provides for acceleration of all equity awards upon the death of a participant. Please see “Estimated Potential Incremental Payments” below for further information regarding the treatment of equity awards held by our NEOs upon certain circumstances.

  39. CEO PAY RATIO

    CEO PAY RATIO SEC rules require annual disclosure of the ratio of the annual total compensation of a company’s principal executive officer to such company’s median employee’s total annual compensation, excluding the principal executive officer for purposes of this calculation. The purpose of this disclosure is to provide a measure of the equitability of pay within the organization. The 2025 annual total compensation of our median employee, excluding Mr. Goldberg, our President and CEO, calculated in accordance with the Summary Compensation Table requirements was $105,574. The 2025 annual total compensation of our President and CEO was $10,086,426. The ratio of the annual total compensation of our President and CEO to that of our median employee was approximately 96 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Please note the following information to provide important context related to our employee population and to describe the methodology and the material assumptions, adjustments, and estimates that we used to calculate this ratio. • Tripadvisor is a global company, with complex operations worldwide and many of our employees are located outside of the United States. As of December 31, 2025, our workforce consisted of approximately 2,590 full-time and part-time employees, including hourly employees. Approximately 28% of the Company’s employees are located in the United States, with the remaining employees located in Europe and throughout the rest of the world. We selected December 31, 2025 as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient and economical manner. • We included all full-time, part-time, and fixed-term contractor employees globally, excluding our President and CEO. We annualized compensation of 438 full-time and part-time employees who were hired in 2025 but did not work for the Company for the entire fiscal year. Earnings of our employees outside the U.S. were converted to U.S. dollars using the currency exchange rates used for organizational planning purposes, which consider historic and forecasted rates as well as other factors. We did not make any cost of living adjustments. • Our compensation measure, which is consistently applied and used to identify our median employee, was annualized base salary, short-term bonus at target and annual long-term equity incentive at target. • We identified employees within $650 of the median 2025 annual total compensation and excluded those employees who had anomalous compensation characteristics. Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have offices in different countries, employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  40. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and Item 402(v) of Regulation S-K, the table below sets forth information about the relationship between compensation actually paid (“CAP”) to the our principal executive officer ("PEO") and non-PEO NEOs and certain financial performance measures of the Company and how the Company aligns executive compensation with the Company's performance. Included in our historical analysis is the compensation for former NEOs Mr. Teunissen and Mss. Soni and Nelson, who are no longer with the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with Company performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.

  41. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Table Total for Mr. Goldberg PEO ($) (2) | Compensation Actually Paid to Mr. Goldberg PEO ($) (3) | Summary Compensation Table Total for Mr. Kaufer PEO ($) (2) | Compensation Actually Paid to Mr. Kaufer PEO ($) (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Average Compensation Actually Paid to Non-PEO NEOs ($) (3) | Total Shareholder Return ($) (4) | Peer Group Total Shareholder Return ($) (5) | Net Income (Loss) ($) (in millions) | Adjusted EBITDA ($) (in millions) (6) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 10,086,426 | 8,827,341 | — | — | 3,522,684 | 3,253,272 | 50.59 | 138.27 | 40 | 319 | | 2024 | 10,034,887 | 1,627,911 | — | — | 3,804,067 | 968,040 | 51.32 | 115.41 | 5 | 339 | | 2023 | 1,942,733 | 1,405,194 | — | — | 2,222,758 | 1,936,385 | 74.81 | 86.60 | 10 | 334 | | 2022 | 14,496,745 | 13,353,650 | 497,535 | (5,949,665) | 3,009,827 | 749,754 | 62.47 | 59.35 | 20 | 295 | | 2021 | — | — | 7,676,612 | 8,686,111 | 3,161,228 | 2,326,196 | 94.72 | 97.88 | (148) | 100 |

  42. PAY VERSUS PERFORMANCE

    (1) Mr. Goldberg became the PEO on July 1, 2022. Mr. Kaufer served as PEO for a portion of Fiscal 2022 and the entirety of Fiscal 2021 and 2020. Our Non-PEO NEOs for the applicable years were as follows: (i) for Fiscal 2025: Messrs. Noonan, Kalvert, Ambeskovic and Ms. Dalton; (ii) for Fiscal 2024: Messrs. Noonan and Kalvert; (iii) for Fiscal 2023: Messrs. Noonan, Kalvert and Teunissen and Ms. Soni; (iv) for Fiscal 2022: Messrs. Noonan, Kalvert and Teunissen and Mss. Soni and Nelson; (v) for Fiscal 2021: Messrs. Kalvert and Teunissen and Mss. Soni and Nelson. (2) Amounts reported in these columns represent: (i) the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of our PEOs; and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal year for our Non-PEO NEOs. (3) Amounts reported in these columns represent CAP; adjustments were made to the amounts reported in the Summary Compensation Table for the applicable fiscal year. A reconciliation of the adjustments for our PEOs and the average of the Non-PEO NEOs is set forth in the tables below, which describe the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP amounts from the amounts described in the Summary Compensation Table. (4) Total Shareholder Return ("TSR") is cumulative for the measurement periods ending December 31, 2025, 2024, 2023, 2022 and 2021. (5) The Company's Peer Group represents the Research Data Group ("RDG") Internet Composite Index, which is a published industry index used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. (6) Adjusted EBITDA, a non-GAAP financial measure, is the Company's selected measure. Refer to our 2025 Annual Report for a reconciliation of adjusted EBITDA to Net Income, the most directly comparable financial measure calculated and presented in accordance with US GAAP.

  43. PAY VERSUS PERFORMANCE

    | | Mr. Goldberg | | | | Mr. Kaufer | | | Compensation Actually Paid to PEO | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 10,086,426 | 10,034,887 | 1,942,733 | 14,496,745 | 497,535 | 7,676,612 | | Deductions for Grant Date Fair Value of Stock Awards and Option Awards reported in Summary Compensation Table | (8,199,994) | (8,085,804) | — | (13,025,860) | — | (6,402,979) | | Addition of Year-End Fair Value Awards Granted in the Applicable Fiscal Year that are Outstanding and Unvested | 7,118,672 | 3,375,095 | — | 11,882,765 | — | 6,080,847 | | Additions (Deductions) for Change in Fair Value of Awards Granted in Prior Fiscal Years' That Vested in the Applicable Fiscal Year | 73,899 | (138,605) | (410,526) | — | (3,760,236) | 4,048,455 | | Deduction of Fair Value of Prior Fiscal Years' Awards Forfeited During the Fiscal Year | (8,164) | — | — | — | (871,802) | (1,720,411) | | Additions (Deductions) for Change in Fair Value of Prior Fiscal Years' Awards Unvested at Fiscal Year End | (243,498) | (3,557,662) | (127,013) | — | (1,815,162) | (996,413) | | Compensation Actually Paid to PEO | 8,827,341 | 1,627,911 | 1,405,194 | 13,353,650 | (5,949,665) | 8,686,111 |

  44. PAY VERSUS PERFORMANCE

    | Average Compensation Actually Paid to Non-PEO NEOs | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 3,522,684 | 3,804,067 | 2,222,758 | 3,009,827 | 3,161,228 | | Deductions for Grant Date Fair Value of Stock Awards and Option Awards reported in Summary Compensation Table | (2,562,485) | (2,801,865) | (1,504,585) | (2,049,980) | (2,299,953) | | Addition of Year-End Fair Value Awards Granted in the Applicable Fiscal Year that are Outstanding and Unvested | 2,224,574 | 1,070,653 | 1,265,320 | 966,987 | 1,182,594 | | Additions (Deductions) for Change in Fair Value of Awards Granted in Prior Fiscal Years' That Vested in the Applicable Fiscal Year | 121,595 | (67,560) | 49,618 | 103,337 | 749,321 | | Deduction of Fair Value of Prior Fiscal Years' Awards Forfeited During the Fiscal Year | (7,390) | — | (140,175) | (106,930) | (14,848) | | Additions (Deductions) for Change in Fair Value of Prior Fiscal Years' Awards Unvested at Fiscal Year End | (45,706) | (1,037,255) | 43,449 | (1,173,486) | (452,146) | | Average Compensation Actually Paid to Non-PEO NEOs | 3,253,272 | 968,040 | 1,936,385 | 749,754 | 2,326,196 |

  45. Performance Measures Used to Link Company Performance and Compensation Actually Paid

    Performance Measures Used to Link Company Performance and Compensation Actually Paid The following is a list of our most important performance measures used by us to link CAP to our NEOs to Company performance for Fiscal 2025. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our PSUs. The performance measures included in this table are not ranked by relative importance. Adjusted EBITDA Revenue Stock Price Please see the section "Compensation Discussion and Analysis" for a further description of these metrics and how they are used in the Company's executive compensation program.

  46. Relationship Between Compensation Actually Paid and Financial Performance

    Relationship Between Compensation Actually Paid and Financial Performance As described in more detail in the section "Compensation Discussion and Analysis," the Company's executive compensation programs reflect a variable pay-for-performance philosophy. The Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company's performance measures with CAP (as computed in accordance with SEC rules) for a particular fiscal year. In accordance with the SEC rules, the Company is providing the following descriptions of the relationships between information presented in the pay versus performance table. The chart below reflects the relationship between the PEO and average non-PEOs CAP and our Net Income for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025. The chart below reflects the relationship between our TSR and our Peer Group TSR, as well as the relationship between CAP and our TSR for the PEO and non-PEOs for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025. TSR amounts reported in graphs assume an initial fixed investment of $100.00 on January 1, 2021, and that all dividends, if any, were reinvested. The chart below reflects the relationship between the PEO and average non-PEO NEOs and the Company's Adjusted EBITDA for the years ended December 31, 2021, 2022, 2023, 2024 and 2025.

  47. Summary Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Matt Goldberg | 2025 | 900,000 | — | 8,199,994 | — | 840,960 | 145,472 | 10,086,426 | | President and Chief Executive Officer | 2024 | 900,000 | — | 8,085,804 | — | 900,000 | 149,083 | 10,034,887 | | | 2023 | 900,000 | — | — | — | 891,000 | 151,733 | 1,942,733 | | Michael Noonan | 2025 | 557,693 | — | 3,499,974 | — | 418,611 | 27,589 | 4,503,867 | | Chief Financial Officer | 2024 | 541,924 | — | 3,311,300 | — | 450,000 | 22,165 | 4,325,389 | | | 2023 | 525,000 | 400,000 | 2,744,377 | — | 415,000 | 42,127 | 4,126,504 | | Seth J. Kalvert | 2025 | 547,692 | — | 2,499,990 | — | 411,136 | 18,750 | 3,477,568 | | Chief Legal Officer and Secretary | 2024 | 533,462 | — | 2,292,430 | — | 440,000 | 16,853 | 3,282,745 | | | 2023 | 523,462 | — | 2,058,262 | — | 400,000 | 6,783 | 2,988,507 | | Kristen Dalton | 2025 | 508,462 | — | 1,999,998 | — | 342,666 | 10,500 | 2,861,626 | | Chief Strategy and Operations Officer | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Almir Ambeskovic | 2025 | 489,646 | — | 2,249,978 | — | 411,666 | 96,384 | 3,247,674 | | President, TheFork | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — |

  48. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below provides information regarding the plan-based awards granted in 2025 to our NEOs.

  49. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(#) | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Units (#) | ($)(2) | | Matt Goldberg | | | | | | | | | | | RSUs(3) | 2/26/2025 | — | — | — | — | — | — | 274,983 | 4,099,997 | | PSUs(3) | 2/26/2025 | — | — | — | 137,492 | 274,983 | 549,966 | — | 4,099,997 | | Annual Bonus | — | 450,000 | 900,000 | 1,800,000 | — | — | — | — | — | | Michael Noonan | | | | | | | | | | | RSUs(3) | 2/26/2025 | — | — | — | — | — | — | 117,370 | 1,749,987 | | PSUs(3) | 2/26/2025 | — | — | — | 58,685 | 117,370 | 234,740 | — | 1,749,987 | | Annual Bonus | — | 224,000 | 448,000 | 896,000 | — | — | — | — | — | | Seth J. Kalvert | | | | | | | | | | | RSUs(3) | 2/26/2025 | — | — | — | — | — | — | 83,836 | 1,249,995 | | PSUs(3) | 2/26/2025 | — | — | — | 41,918 | 83,836 | 167,672 | — | 1,249,995 | | Annual Bonus | — | 220,000 | 440,000 | 880,000 | — | — | — | — | — | | Kristen Dalton | | | | | | | | | | | RSUs(3) | 2/26/2025 | — | — | — | — | — | — | 67,069 | 999,999 | | PSUs(3) | 2/26/2025 | — | — | — | 33,535 | 67,069 | 134,138 | — | 999,999 | | Annual Bonus | — | 229,500 | 459,000 | 918,000 | — | — | — | — | — | | Almir Ambeskovic | | | | | | | | | | | RSUs(3) | 2/26/2025 | — | — | — | — | — | — | 75,452 | 1,124,989 | | PSUs(3) | 2/26/2025 | — | — | — | 37,726 | 75,452 | 150,904 | — | 1,124,989 | | Annual Bonus | — | 172,111 | 344,221 | 688,442 | — | — | — | — | — |

  50. Grants of Plan-Based Awards

    (1) The amounts reflect the potential range of payments under the Annual Bonus. The actual payments earned for 2025 are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. (2) The amounts reported represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, disregarding estimated forfeitures related to service-based vesting, and may not correspond to the actual value that will be realized by the executive. We have disclosed the assumptions made in the valuation of the awards in “Note 13—Stock Based Awards and Other Equity Instruments” in the notes to our consolidated financial statements in our 2025 Annual Report. For PSUs granted in 2025, the value reported reflects the grant-date fair value of the awards based on the probable outcome of the performance conditions. For a description of the vesting terms of these awards, please see “Outstanding Equity Awards at Fiscal Year-End” below.

  51. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding the holdings of all equity awards held by our NEOs as of December 31, 2025.

  52. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(8) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(8) | | Matt Goldberg | 7/1/2022(1) | 419,094 | 96,714 | 18.47 | 7/1/2032 | — | — | — | — | | | 7/1/2022(1) | — | — | — | — | 48,348 | 703,947 | — | — | | | 3/4/2024(2) | — | — | — | — | 74,917 | 1,090,792 | — | — | | | 3/4/2024(3) | — | — | — | — | — | — | 133,185 | 1,939,174 | | | 8/16/2024(4) | — | — | — | — | 18,682 | 272,010 | — | — | | | 8/16/2024(3) | — | — | — | — | — | — | 27,173 | 395,639 | | | 2/26/2025(2) | — | — | — | — | 274,983 | 4,003,752 | — | — | | | 2/26/2025(5) | — | — | — | — | — | — | 274,983 | 4,003,752 | | Michael Noonan | 10/31/2022(6) | 57,739 | 19,247 | 23.62 | 10/31/2032 | — | — | — | — | | | 10/31/2022(6) | — | — | — | — | 9,702 | 141,261 | — | — | | | 2/22/2023(2) | — | — | — | — | 21,078 | 306,896 | — | — | | | 3/4/2024(2) | — | — | — | — | 33,817 | 492,376 | — | — | | | 3/4/2024(3) | — | — | — | — | — | — | 60,118 | 875,318 | | | 2/26/2025(2) | — | — | — | — | 117,370 | 1,708,907 | — | — | | | 2/26/2025(5) | — | — | — | — | — | — | 117,370 | 1,708,907 | | Seth J. Kalvert | 2/22/2016 | 34,950 | — | 59.61 | 2/22/2026 | — | — | — | — | | | 2/27/2017 | 43,776 | — | 39.31 | 2/27/2027 | — | — | — | — | | | 2/27/2017 | 79,324 | — | 39.31 | 2/27/2027 | — | — | — | — | | | 2/22/2018 | 26,910 | — | 38.15 | 2/22/2028 | — | — | — | — | | | 2/27/2019 | 21,281 | — | 50.63 | 2/27/2029 | — | — | — | — | | | 2/25/2020 | 44,378 | — | 25.62 | 2/25/2030 | — | — | — | — | | | 2/23/2021 | 23,674 | — | 46.05 | 2/23/2031 | — | — | — | — | | | 2/23/2021 | 24,838 | — | 46.05 | 2/23/2031 | — | — | — | — | | | 2/22/2023(2) | — | — | — | — | 15,808 | 230,164 | — | — | | | 3/4/2024(2) | — | — | — | — | 23,412 | 340,879 | — | — | | | 3/4/2024(3) | — | — | — | — | — | — | 41,620 | 605,987 | | | 2/26/2025(2) | — | — | — | — | 83,836 | 1,220,652 | — | — | | | 2/26/2025(5) | — | — | — | — | — | — | 83,836 | 1,220,652 | | Kristen Dalton | 12/2/2019 | 6,618 | — | 28.48 | 12/2/2029 | — | — | — | — | | | 2/25/2020 | 3,328 | — | 25.62 | 2/25/2030 | — | — | — | — | | | 7/1/2020 | 3,216 | — | 19.22 | 7/1/2030 | — | — | — | — | | | 2/23/2021 | 5,961 | — | 46.05 | 2/23/2031 | — | — | — | — | | | 2/22/2022(2) | — | — | — | — | 923 | 13,439 | — | — | | | 11/1/2022(7) | 15,543 | 5,181 | 23.93 | 11/1/2032 | — | — | — | — | | | 11/1/2022(7) | — | — | — | — | 5,224 | 76,061 | — | — | | | 2/22/2023(2) | — | — | — | — | 14,052 | 204,597 | — | — | | | 3/4/2024(2) | — | — | — | — | 26,013 | 378,749 | — | — | | | 3/4/2024(3) | — | — | — | — | — | — | 46,244 | 673,313 | | | 2/26/2025(2) | — | — | — | — | 67,069 | 976,525 | — | — | | | 2/26/2025(5) | — | — | — | — | — | — | 67,069 | 976,525 |

  53. Outstanding Equity Awards at Fiscal Year-End

    | Almir Ambeskovic | 2/22/2016 | 370 | — | 59.61 | 2/22/2026 | — | — | — | — | | | 2/27/2017 | 187 | — | 39.31 | 2/27/2027 | — | — | — | — | | | 2/22/2018 | 212 | — | 38.15 | 2/22/2028 | — | — | — | — | | | 2/27/2019 | 4,032 | — | 50.63 | 2/27/2029 | — | — | — | — | | | 2/25/2020 | 6,398 | — | 25.62 | 2/25/2030 | — | — | — | — | | | 2/23/2021 | 36,383 | — | 46.05 | 2/23/2031 | — | — | — | — | | | 2/22/2023(2) | — | — | — | — | 14,052 | 204,597 | — | — | | | 3/4/2024(2) | — | — | — | — | 15,608 | 227,252 | — | — | | | 3/4/2024(3) | — | — | — | — | — | — | 27,746 | 403,982 | | | 2/26/2025(2) | — | — | — | — | 75,452 | 1,098,581 | — | — | | | 2/26/2025(5) | — | — | — | — | — | — | 75,452 | 1,098,581 |

  54. Outstanding Equity Awards at Fiscal Year-End

    Vests 25% on July 1st of the first year following the date of grant and as to 6.25% of the remaining shares in equal quarterly installments over the remaining three years of the vesting period, subject to continuous employment with, or performance of services for, the Company through the applicable vesting date. (2) Vests 25% on February 15th of the first year following the date of grant and as to 6.25% of the remaining shares in equal quarterly installments over the remaining three years of the vesting period, subject to continuous employment with, or performance of services for, the Company through the applicable vesting date. (3) Represents the target number of shares to be issued assuming target achievement of revenue and adjusted EBITDA metrics relative to performance targets established by the Compensation Committee. The PSU awards, to the extent earned, vest in two equal annual installments on each of December 31, 2025 (as soon thereafter the Company determines the extent to which the performance targets have been achieved and the actual number of PSUs to be awarded) and December 31, 2026, subject to continuous employment with, or performance of services for, the Company through the applicable vesting date. (4) Vests 25% on August 15th of the first year following the date of grant and as to 6.25% of the remaining shares in equal quarterly installments over the remaining three years of the vesting period, subject to continuous employment with, or performance of services for, the Company through the applicable vesting date. (5) Represents the target number of shares to be issued assuming target achievement of revenue and adjusted EBITDA metrics relative to performance targets established by the Compensation Committee. The PSU awards, to the extent earned, vest in two equal annual installments on each of December 31, 2026 (as soon thereafter the Company determines the extent to which the performance targets have been achieved and the actual number of PSUs to be awarded) and December 31, 2027, subject to continuous employment with, or performance of services for, the Company through the applicable vesting date. (6) Vests 25% on October 31st of the first year following the date of grant and as to 6.25% of the remaining shares in equal quarterly installments over the remaining three years of the vesting period, subject to continuous employment with, or performance of services for, the Company. (7) Vests 25% on November 1st of the first year following the date of grant and as to 6.25% of the remaining shares in equal quarterly installments over the remaining three years of the vesting period, subject to continuous employment with, or performance of services for, the Company. The amounts reported in this column represent the market value of shares or units of stock that have not vested calculated by multiplying the number of stock awards that have not vested by $14.56, the closing price of the Company’s common stock on The Nasdaq Stock Market as of December 31, 2025, the last trading day in 2025.

  55. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding the vesting of stock awards held by the NEOs during 2025. None of our NEOs exercised stock options during 2025.

  56. Option Exercises and Stock Vested

    | | | Stock Awards | | | Name | Exercise or Vest Date | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting ($)(2) | | Matt Goldberg | 1/2/2025 | 16,115 | 240,114 | | | 2/14/2025 | 33,296 | 591,004 | | | 4/1/2025 | 16,116 | 228,364 | | | 5/15/2025 | 8,324 | 130,770 | | | 7/1/2025 | 16,116 | 210,314 | | | 8/15/2025 | 15,117 | 272,560 | | | 10/1/2025 | 16,115 | 262,030 | | | 11/14/2025 | 10,022 | 148,125 | | Michael Noonan | 1/31/2025 | 2,425 | 42,389 | | | 2/14/2025 | 19,244 | 341,581 | | | 2/20/2025 | 29,786 | 491,469 | | | 4/30/2025 | 2,426 | 30,834 | | | 5/15/2025 | 7,972 | 125,240 | | | 7/31/2025 | 2,425 | 42,583 | | | 8/15/2025 | 7,973 | 143,753 | | | 10/31/2025 | 2,426 | 39,277 | | | 11/14/2025 | 7,973 | 117,841 | | | 12/31/2025 | 29,788 | 436,096 | | Seth J. Kalvert | 2/14/2025 | 22,613 | 401,381 | | | 2/20/2025 | 22,340 | 368,610 | | | 5/15/2025 | 5,762 | 90,521 | | | 8/15/2025 | 5,763 | 103,907 | | | 11/14/2025 | 5,762 | 85,162 | | | 12/31/2025 | 22,340 | 327,058 | | Kristen Dalton | 1/31/2025 | 1,306 | 22,829 | | | 2/14/2025 | 15,674 | 278,214 | | | 2/20/2025 | 19,858 | 327,657 | | | 2/28/2025 | 904 | 13,063 | | | 5/1/2025 | 1,306 | 16,260 | | | 5/15/2025 | 6,622 | 104,032 | | | 5/30/2025 | 904 | 13,162 | | | 8/1/2025 | 1,306 | 22,842 | | | 8/15/2025 | 6,622 | 119,395 | | | 8/29/2025 | 8,135 | 138,620 | | | 10/31/2025 | 1,306 | 21,144 | | | 11/14/2025 | 6,621 | 97,858 | | | 12/31/2025 | 19,858 | 290,721 | | Almir Ambeskovic | 2/14/2025 | 16,917 | 279,638 | | | 2/20/2025 | 19,858 | 334,607 | | | 5/15/2025 | 4,544 | 58,254 | | | 8/15/2025 | 4,544 | 79,656 | | | 11/14/2025 | 4,544 | 71,568 | | | 12/31/2025 | 19,858 | 291,515 |

  57. Option Exercises and Stock Vested

    The amounts reported in this column represent the gross number of shares acquired upon the vesting of RSUs without taking into account any shares that may have been withheld to satisfy applicable tax obligations. The amounts reported in this column represent the aggregate dollar value realized upon the vesting of RSUs calculated by multiplying the gross number of RSUs vested by the closing price of Tripadvisor common stock on The Nasdaq Stock Market on the vesting date or, if the vesting occurred on a day on which The Nasdaq Stock Market was closed for trading, the next trading day.

  58. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We do not currently have any other defined contribution or other plan that provides for deferred compensation on a basis that is not tax-qualified for our employees.

  59. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We entered into employment arrangements with each of our NEOs. Pursuant to these agreements, each of our NEOs is eligible to receive certain severance payments and benefits in the event of a qualifying termination of employment. The material terms of these employment agreements are described below. We believe that a strong and experienced management team is essential and in the best interests of our Company and our stockholders. In addition, we recognize that the possibility of a change in control could arise and that such an event could result in the departure of our senior leaders to the detriment of the Company and our stockholders. As a result, we adopted the Severance Plan applicable to certain senior leaders. The plan formalizes and standardizes our severance practices for our most senior leaders. Adoption of the Severance Plan was approved by the Compensation Committees. The Severance Plan applies to all of our current serving NEOs. While the benefits are generally consistent with the severance benefits provided for in individual employment agreements, there are some differences. In addition, under the terms of the Severance Plan, in the event of any conflict or inconsistency between the terms of any employment agreement and the Severance Plan, the terms more beneficial to the officer will prevail. To the extent any non-US law requires the Company to provide benefits of any kind to an employee or imposes terms more favorable than the terms of the Severance Plan in connection with the employee's involuntary termination or similar event, the participant shall be entitled to the better of such mandatory benefits or terms and the benefits provided under the Severance Plan, without duplication.

  60. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board sets non-employee director compensation which is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of Tripadvisor common stock to further align their interests with those of our stockholders. Each non-employee director of Tripadvisor is eligible to receive the following compensation: • An annual cash retainer of $50,000, paid in equal quarterly installments; • An RSU award with a value of $250,000 (based on the closing price of Tripadvisor’s common stock on Nasdaq on the date of grant), upon such director’s election to office, which vest in full on the first anniversary of the grant date and accelerates upon a Change in Control (as defined in the 2023 Plan); • An annual cash retainer of $20,000 for each member of the Audit Committee (including the Chair), $15,000 for each member of the Compensation Committee (including the Chair), and $5,000 for each member of the Nominating and Corporate Governance Committee (including the Chair); • An additional annual cash retainer of $75,000 for the Chair of the Board; • An additional annual cash retainer of $25,000 for the Lead Independent Director; and • An additional annual cash retainer of $10,000 for each of the Chair of the Audit Committee, the Chair of the Compensation Committee, and the Chair of the Nominating and Corporate Governance Committee. We also pay reasonable travel and accommodation expenses of the non-employee directors in connection with their participation in meetings of the Board. Tripadvisor employees do not receive compensation for serving as directors. Accordingly, Mr. Goldberg did not receive any compensation for his service as a director.

  61. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table The following table shows the compensation information for the non-employee directors of Tripadvisor for the year ended December 31, 2025:

  62. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Gregory B. Maffei | 140,000 | 249,990 | 389,990 | | Jay C. Hoag | 29,918 | — | 29,918 | | Betsy L. Morgan | 75,000 | 249,990 | 324,990 | | M. Greg O’Hara | 41,918 | — | 41,918 | | Jeremy G. Philips | 70,000 | 249,990 | 319,990 | | Albert Rosenthaler | 50,000 | 249,990 | 299,990 | | Trynka Shineman Blake | 70,000 | 249,990 | 319,990 | | Alex Dichter | 7,671 | 150,679 | 158,350 | | Robert S. Wiesenthal | 80,000 | 249,990 | 329,990 |

  63. 2025 Non-Employee Director Compensation Table

    (1) The amounts reported in this column represent the annual cash retainer amounts for services in 2025, including fees with respect to which directors elected to defer and credit towards the purchase of share units representing shares of the Company common stock pursuant to the Company’s Non-Employee Director Deferred Compensation Plan. (2) The amounts reported in this column represent the aggregate grant date fair value of RSU awards computed in accordance with FASB ASC Topic 718, disregarding estimated forfeitures related to service-based vesting and therefore may not correspond to the actual value that will be recognized by the non-employee directors from their awards. We have disclosed the assumptions made in the valuation of the awards in "Note 13 - Stock Based Awards and Other Equity Instruments" in the notes to our consolidated financial statements in our 2025 Annual Report. As of December 31, 2025, Messrs. Maffei, Philips, Rosenthaler, Wiesenthal, and Mses. Shineman and Morgan each held 19,717 RSUs. Mr. Dichter held 9,829 RSUs. Mr. Hoag resigned from the Board on June 18, 2025. In connection with Mr. O'Hara’s resignation from the Board on November 3, 2025, any unvested RSUs held by him were forfeited in accordance with the terms of the applicable award agreement; no accelerated or prorated vesting or other special equity treatment was provided.