Directive's Acquisition & Holding Company Strategy

Overview

Directive Consulting is a bootstrapped, ~130-person B2B marketing agency headquartered in Southern California (Orange County area) with staff distributed nationally. Rather than pursuing organic expansion into new markets, Directive is executing an inorganic growth strategy: acquiring agencies and operating them as standalone entities within a holding company structure.

This approach was articulated by Josh Springer (Directive) during an exploratory acquisition call with ^[1] in early 2026.

The Thesis

Directive's core competency is building and scaling agencies. The acquisition strategy applies that competency to external organizations rather than building new practices from scratch.

Key reasoning:
- Speed: Entering new markets organically requires significant time, capital, and trial-and-error. Acquisition compresses that timeline.
- Risk reduction: Buying an established agency with existing clients, culture, and expertise is lower-risk than greenfield expansion.
- Market expansion: Directive is primarily B2B tech-focused and is actively seeking exposure to B2C markets and adjacent service offerings it does not currently provide.

"We realized that if we were to look at this and build it out organically, it would take a lot of trial, error, time, and capital."
— Josh Springer

Holding Company Model

Acquired agencies are not rolled into the Directive brand. Instead, they operate as:

• Standalone entities within a holding company
• Retaining their own brand, culture, and leadership
• Benefiting from Directive's infrastructure, capital, and sales/marketing engine

Directive's value-add post-acquisition is primarily sales and marketing investment — injecting lead generation capacity into agencies that have strong delivery but limited growth infrastructure.

"We don't operate the business... it's just about finding ways that we can scale it up because that's what we do."
— Josh Springer

Deal Structure Philosophy

Because Directive is fully bootstrapped (not PE-backed), it has flexibility that strategic or financial acquirers typically lack:

• No external investor mandates or rigid return timelines
• Deals can be tailored to the seller's goals — whether that's a clean exit, a partial liquidity event ("taking chips off the table"), or a continued role in a larger organization
• Philosophical alignment with the founder is treated as a prerequisite, not an afterthought

"Everyone's ambition looks a little different. If we can tailor a transaction around what someone's looking for, it just makes the whole thing a lot more pleasant, successful, strategically aligned."
— Josh Springer

Target Profile

Based on the AAG conversation, Directive's acquisition targets appear to share some or all of these characteristics:

The AAG case is illustrative: a strategy-first agency with a proprietary AI tool (X-Ray) and a 75–80% close rate on qualified calls, but only 1–2 inbound leads per month due to zero active sales effort. Directive's pitch is essentially: we solve exactly that problem.

Observed Deal Process

From the AAG exploratory call, Directive's early-stage M&A process appears to follow this sequence:

1. Outreach — Scott Kunihiro (Directive) initiates contact with target founders
2. Intro call — Josh Springer leads a discovery conversation focused on founder goals and philosophical fit
3. NDA — Sent by Scott Kunihiro upon positive initial fit; gates data sharing and formal due diligence
4. Due diligence — Financial and operational data review (post-NDA)
5. Deal structuring — Tailored to founder's personal and professional objectives

Key People

• Josh Springer (jspringer@directiveconsulting.com) — leads acquisition conversations; ~10 years in agency leadership
• Scott Kunihiro (skunihiro@directiveconsulting.com) — handles outreach and NDA logistics; described as Josh's "right-hand lieutenant"

Related

• ^[1] — first documented acquisition target
• ^[2] — source meeting
• ^[3] — proprietary AI tool that made AAG an attractive target