---
title: Directive's Acquisition & Holding Company Strategy
type: article
created: '2026-04-05'
updated: '2026-04-05'
source_docs:
- raw/2026-02-04-meeting-schedule-page-119781144.md
tags:
- acquisition
- m&a
- directive-consulting
- holding-company
- agency
- b2b
- b2c
- growth-strategy
layer: 2
client_source: null
industry_context: null
transferable: true
---

# 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 [[wiki/clients/asymmetric-applications-group/index|Asymmetric Applications Group (AAG)]] 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:

| Attribute | Notes |
|---|---|
| **Market** | New to Directive — B2C, or underserved verticals |
| **Size** | Small-to-mid agencies (AAG: ~$1M revenue, 14 staff) |
| **Differentiation** | Proprietary methodology, tooling, or niche expertise |
| **Growth bottleneck** | Strong delivery + close rates, weak sales/lead gen |
| **Ownership** | Founder-owned; open to exit or partnership |

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

- [[wiki/clients/asymmetric-applications-group/index|Asymmetric Applications Group (AAG)]] — first documented acquisition target
- [[wiki/meetings/2026-04-05-directive-aag-acquisition-exploratory-call|Directive × AAG — Acquisition Exploratory Call]] — source meeting
- [[wiki/knowledge/agency-operations/aag-xray-tool|AAG X-Ray Tool]] — proprietary AI tool that made AAG an attractive target