TripAdvisor CEO Matt Goldberg to leave February 16, 2027
Kristen Dalton’s interim CFO appointment begins January 1, 2027, while the Board works with an executive search firm to identify candidates.
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Rhea-AI Filing Summary
TripAdvisor, Inc. announced that President and CEO Matt Goldberg will leave those roles and his Board seat effective February 16, 2027. Chief Financial Officer Michael Noonan intends to resign effective December 31, 2026, to pursue another opportunity; he will continue through that date. Kristen Dalton, currently Chief Strategy and Operations Officer, will become interim CFO on January 1, 2027.
The Board is working with an executive search firm to identify candidates. Goldberg’s severance payments and benefits are contingent on his executing and not revoking a release and continuing to comply with restrictive covenants.
8-K Event Classification
Key Figures
Key Terms
restrictive covenants regulatory
release of claims regulatory
forward-looking statements regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors (the “Board”) of Tripadvisor, Inc., a Nevada corporation (the “Company”), determined that a leadership transition was in the best interests of the Company and its shareholders, and Chief Executive Officer Matt Goldberg agreed. The Board and Mr. Goldberg agreed that he will depart from his roles as President, CEO and member of the Board, effective February 16, 2027. In connection with the separation, on November 4, 2026, the Company and Mr. Goldberg entered into a negotiated separation agreement and release of claims. Pursuant to the agreement:
| • | the Company will pay Mr. Goldberg fifty percent (50%) of his annual base salary for 18 months, an amount equal to Six Hundred Seventy-Five Thousand Dollars ($675,000); |
| • | the Company will pay Mr. Goldberg an amount equal to fifty percent (50%) of 1.5 times Mr. Goldberg’s annual target bonus for 2026, an amount equal to Six Hundred Seventy-Five Thousand Dollars ($675,000); |
| • | the Company will ensure that fifty percent (50%) of all equity awards that are outstanding and unvested on February 16, 2027 that would otherwise have vested during the 18 months following the time of Mr. Goldberg’s termination shall vest on February 16, 2027 (provided that equity awards that vest less frequently than annually shall be treated as though such awards vested annually), subject to the achievement of any performance conditions applicable to such equity awards; |
| • | payment of premium contributions for COBRA coverage, subject to timely COBRA election and continuing eligibility, until the earliest of: (i) 18 months, or (ii) the date Mr. Goldberg becomes ineligible for COBRA; and |
| • | extended exercisability of his vested stock options until their scheduled expiration. |
Receipt of the severance payments and benefits set forth above is contingent upon Mr. Goldberg executing and not revoking a release in favor of the Company and Mr. Goldberg’s continued compliance with various restrictive covenants, including covenants related to non-competition, non-solicitation, non-disparagement and confidentiality.
In addition, on November 3, 2026, Mr. Noonan notified the Board of his intention to resign as Chief Financial Officer of the Company effective December 31, 2026 to pursue another opportunity. Mr. Noonan will continue in his role through the end of the fiscal year to ensure a smooth transition of responsibilities.
The departures of Mr. Goldberg and Mr. Noonan are not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
The Board has appointed Kristen Dalton, age 54, to serve as interim Chief Financial Officer of the Company, effective January 1, 2027. Ms. Dalton has served as the Company’s Chief Strategy and Operations Officer since November 2025. Previously, she served as President of Brand Tripadvisor from January 2024 to November 2025, Chief Operating Officer of Brand Tripadvisor from January 2023 to December 2023, and Vice President of Financial Planning and Analysis from October 2019 to January 2023.
| Item 7.01. | Regulation FD Disclosure. |
On November 5, 2026, the Company issued a press release regarding management departures. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished with Item 7.01 of this Form 8-K, including exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Separation Agreement dated November 4, 2026 | |
| 99.1 | Press Release of Tripadvisor, Inc. dated November 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TRIPADVISOR, INC. | ||||||
| Date: November 5, 2026 | By: | /s/ Bradford Young | ||||
| Bradford Young | ||||||
| General Counsel | ||||||
2
Exhibit 99.1
Tripadvisor Announces Management Departures and Transition Plan
NEEDHAM, Mass., November 5, 2026 (PRNewswire) — Tripadvisor, Inc. (NASDAQ: TRIP) today announced that the Board of Directors and Matt Goldberg have agreed that Mr. Goldberg will depart as President and Chief Executive Officer and as a member of the Board of Directors. The Board and Mr. Goldberg have agreed to the terms of his departure, pursuant to which Mr. Goldberg will remain in the role of CEO through February 16, 2027 to help ensure an orderly transition.
Separately, Michael Noonan announced his intention to resign as Chief Financial Officer of the Company in order to pursue another opportunity. Mr. Noonan will continue in his role through December 31, 2026. Kristen Dalton will step in as interim Chief Financial Officer, beginning January 1, 2027. Ms. Dalton currently serves as the company’s Chief Strategy and Operations Officer and has served in various roles at Tripadvisor since she began in October 2019 as Vice President of FP&A.
“On behalf of the Board, I want to thank Matt and Mike for their leadership,” said Jeremy Philips, Chair of the Board of Directors. “We are grateful for their past contributions, as well as their support over the coming months.” The Board is working with an executive search firm to identify candidates to guide the Company through its next chapter.
About Tripadvisor, Inc.
The Tripadvisor Group connects people to experiences worth sharing, and aims to be the world’s most trusted source for travel and experiences. Through its leading brands, two-sided marketplaces for experiences, accommodations offerings, and insights from one of the world’s largest travel communities, Tripadvisor Group helps millions of travelers discover unforgettable experiences, access trusted travel guidance and content, and plan and book better trips with confidence. Tripadvisor Group consists of the subsidiaries of Tripadvisor, Inc. (Nasdaq: TRIP) which together represent a portfolio of travel brands and businesses, including Tripadvisor and Viator.
Safe Harbor Statement
This press release contains forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995, including statements concerning the anticipated timing of the announced management departures, continued service during the transition periods, interim leadership arrangements, and the search for and appointment of successor leadership. These statements reflect Tripadvisor’s current expectations and are subject to risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated. Such risks and uncertainties include changes in the timing or implementation of the leadership transitions; the Company’s ability to identify, attract and retain qualified executives; potential disruption to business operations and execution of the Company’s strategy during the transitions; and the other
risks described in the Company’s most recent Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Readers should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by law, Tripadvisor does not undertake to update these statements following subsequent developments.
Investor relations contact
ir@tripadvisor.com
Media contact
northamericapr@tripadvisor.com
TRIP-G