John Ghiorso didn't set out to own an agency. He had to Google what one was.

It was 2008. He was 23, fresh out of college, unable to find a job in the middle of the Great Recession. His late father offered him commission-only work at the family manufacturer's rep business, and John started hustling trade shows.

What he noticed there was a very narrow opening: brands needed help with Amazon.

The first version of the service was not sophisticated. Setting up Vendor Central accounts. Listing products on the site. That was it.

"I wouldn't say we were an agency," he says. He was doing the work, they were paying him a small commission, and the logic was simple. More clients meant more commission.

Then the clients started needing more. More work meant more people. More people meant an org chart.

"And then all of a sudden I was like, I think this is an agency. And I had to like Google what's an agency."

The business he built out of that insight became Orca Pacific: an eight-figure, roughly 100-person full-service Amazon agency that sold to Sir Martin Sorrell's S4 Capital in 2020, at the absolute peak of the market. John stayed through his earnout, moved his family to San Diego, and lasted about six months in retirement before starting something new.

Fifty Business Books a Year

Ask John where he got his education and the answer is unglamorous.

Books. Roughly one a week, fifty a year, for about a decade.

"I just shoved all this kind of related knowledge into my mind and started building a triangulating worldview on how to actually go out and do this the right way."

He didn't keep it to himself. Four books a month for him, one of those four for a monthly leadership book club with his team. He credits it as genuinely useful, not just performative.

His short list for agency owners: Getting Naked by Patrick Lencioni, which he describes as the best encapsulation of what an agency should strive to be. Anything by Seth Godin. Unreasonable Hospitality, which he'd hand to the entire staff. Who for hiring. And the EOS canon, starting with Traction.

He implemented EOS at Orca around 2016, roughly four years before the exit, and now runs every company he touches on it.

He Decided to Sell Before He Decided to Scale

Orca had two distinct phases.

The first was what John calls the lifestyle phase. Flat delivery team. He handled all the sales himself. Almost no marketing. Zero churn. Pure margin in a category so underserved he could count his competitors on one hand and knew every one of them by name.

The second phase was building a real company. Top-line growth. A growth team. A back office. Systems.

The interesting part is why he made the switch.

"I decided to make it a real business because I wanted to sell it. It was all sort of the same decision."

He was around 30 when he made that call, and it came from watching the market rather than watching his P&L. New entrants were pouring in. He could see the shape of what was coming: nipped at the heels by smaller, hungrier shops, squeezed from above by the big players moving in.

He didn't want to be stuck in the middle, and he knew it would take years to get out.

For context on how right he was: John says the last time he checked Clutch, there were roughly 3,000 Amazon agencies listed.

COVID Moved the Timeline Up

The plan set in 2019 was to go to market in 2021. Revenue would be at the right level. The audit was underway, financials were being made GAAP-compliant, the machinery was being put in place.

Then COVID hit and, like everyone else, they assumed the world was ending.

Two months later it was clear the opposite was true. Retail had stopped. E-commerce was carrying entire brands. Every buyer they'd been loosely courting came back in force.

"You're the bell of the ball, but the ball is not actually happening in real life. It's happening over Zoom calls."

It turned into a bidding war. Multiple LOIs, from traditional holdcos, private equity-backed platforms, and the aggregators that spun up in 2020 with real money behind them.

John is refreshingly unsentimental about it.

"You're better lucky than good sometimes."

He's equally clear he wouldn't count on it happening again. COVID pushed things to artificial highs and lows. It isn't a market anyone should plan around.

Buy the Deal Team. All of It.

John hired GP Bullhound to run the process, and he doesn't hedge on whether it was worth the fee.

"I own one company and I can sell it one time. And these guys do this every month."

The pattern recognition and the relationships were the product. The bankers told him exactly what would happen, what the valuation range would look like, and how the structure would probably be shaped. When it happened, none of it surprised him.

He was equally deliberate about his lawyer: someone with real M&A experience who had his back but wanted the deal done. Some lawyers, John notes, will bog a process down indefinitely. His was aligned with the momentum of the transaction, not just the risk in it.

And then the piece most founders overlook.

"Don't sleep on the accountants."

Post-deal haggling comes down to numbers, both the ones before close and the ones inside the earnout. Aggressive accountants, in John's view, are the most underappreciated members of a deal team.

He Almost Blew It Up Without Realizing

While the process ran, John compartmentalized ruthlessly. A one-hour block for the deal, then back to running the company. A call with the lawyer at three, then back to running the company.

Only his executive team knew until the final innings, when about four more people were brought in because S4 wanted to meet them.

He was working until ten or eleven at night, up at five or six. No personal life to speak of. It was COVID, so there wasn't much to miss.

The negotiation is where he'd flag his own behavior.

There were terms he drew hard lines on. No, or I walk. They conceded. In hindsight, several of those points weren't that significant.

At one stage his lawyers took a call from the other side essentially asking whether he was serious or playing games.

"It was good that I could be a little bit hotheaded and then it would get filtered through the diplomats on my team."

His read now: he was closer to detonating the deal of his lifetime than he understood at the time. It worked. He wouldn't recommend it.

The lesson isn't about negotiating hard. It's about having a team positioned between your instincts and the buyer.

Why S4 and Not the Money

There was no shortage of bidders, so the question is why he picked the one he did.

The traditional holdcos struck him as behind the curve on where the industry was heading. The private equity shops were focused almost entirely on economics — combining assets, generating cash flow — in a way where the actual work seemed not to matter much.

S4 felt like people who were nerdy about the same things he was.

There was also something he only fully appreciated after closing: access.

"I did get to be surrounded by the Avengers of marketing."

If he wanted to understand experiential marketing, he could call the person who had built a company doing it at scale. That was worth something.

The economics worked too. Good valuation, fair structure, and — critically — no hidden mechanism designed to claw value back later. He looked hard for one. It wasn't there.

The Earnout Was His Own Plan

The consideration included cash, restricted public stock, and a two-year earnout. John's approach to the parts he didn't understand was to keep asking until he did.

"I've always been a big incentive alignment guy."

The earnout structure was straightforward in a way more founders should push for: Orca submitted its own two-year plan, and hitting that plan unlocked full value.

They hit roughly 100% in year one and around 90% in year two.

A plan you wrote is a plan you already believe you can hit. That's the difference between an earnout as a valuation bridge and an earnout as a trap.

One wrinkle is worth the price of admission on its own. During the earnout, John spent significant money — around $500,000 — building capability that wouldn't pay back inside the same calendar year. He was still thinking like a full owner. It was, in his words, the right thing for the business and the wrong thing for his earnout.

S4's leadership made him whole anyway, because they understood the intent.

He draws two lessons from that, and insists on both.

The first is that the right partner will smooth over things like that. The second is that you should never plan on it. Inside an earnout, you're effectively multiplying that EBITDA number by your deal multiple every year. The impact on your life is enormous. You can't play around with it.

As for closing itself: his first child was born five days later. The celebration was a glass of champagne and about fifteen minutes.

"All right, I'll see you tomorrow. We have an earnout to hit."

Retirement Lasted About Six Months

John does annual planning for his life, not just his companies. Health goals, personal goals, the whole exercise.

Sitting down at the start of the new year — he thinks it was 2023 — he looked back at the twelve months behind him.

It was, he says, the least he'd accomplished in any year since he was a senior in high school.

He'd expected not to care. He'd committed to being the guy in the Hawaiian shirt sleeping until ten. What actually happened was Bezos's regret minimization framework kicking in from the wrong direction entirely.

"If I keep doing this, I'm gonna be 60 years old and I'm gonna look back and go, I hung around and listened to podcasts and played video games. That's it. You wasted your shot."

There was no single brilliant idea after that. He tried a thing. It worked. He tried another. A vision assembled itself as he walked down the path.

The Comet Theory

That path became VantaFive, a self-funded venture studio that builds, launches, and scales agencies. The goal is two to four launches a year. Five have launched so far, four are alive and performing.

The thesis behind it is what John calls the comet theory, and it's the sharpest idea in the conversation.

Technology drives most change in the world, and it moves on exponential curves. Consumers adopt new behaviour astonishingly fast — TikTok went from an app teenagers danced on to one of the most important media companies on earth inside about two years.

The companies that serve those consumers do not move exponentially. They get caught flat-footed.

What opens up is a supply-demand gap in expertise around the new platform.

The comet is the technology. The arc behind it is the gap. That gap is where an agency should position itself.

The clearest example in the portfolio is a full-service Reddit agency. Reddit has existed for twenty years with essentially no agencies serving it. By John's reckoning it's now among the five most trafficked sites in the world, and it's heavily cited by LLMs. Every brand is going to need a Reddit answer, and they're going to need it yesterday.

VantaFive spotted the trend about a year out, found a founder-CEO, and launched into it.

The Advice He Ignored, and Now Gives

John's closing point is the one he says everybody told him and he dismissed, so he's trying to impute it properly.

If you are the kind of person who can build a successful business, that isn't a thing you did. It's part of you. It will be incredibly hard to switch off.

He's careful to leave room. If you're genuinely passionate about a nonprofit and will pour the same intensity into it, that's a real answer. But be honest with yourself about the rest.

"Gardening is fun. Woodworking is fun. Tennis, whatever. It's fun, but it's not something you're gonna do 10 hours a day."

He also names something founders rarely admit: it's socially isolating to be middle-aged or younger with no reason to work alongside other people.

So the practical version is this. You will start another company. Plan for it.

Take the time off. Do the month in Bali. But don't confuse a break with a plan, because the absence of one is, in his experience, miserable.

And this is where it circles back to the deal.

"If you don't think the stuff you sign matters, because you're just never gonna work again — who cares, shut down the LinkedIn profile, sign whatever non-compete you want — you're being totally naive."

John had a non-compete. He had to let it run out. That's part of why the time off happened when it did.

Every restriction you agree to at close is a constraint on a version of yourself you haven't met yet.

As Peter put it: entrepreneurship is a vocation, not a job. People retire from jobs. You don't retire from the thing that gives you your life energy.

Listen to the Full Conversation

Hear John Ghiorso explain how he built Orca Pacific from an accidental commission gig into an eight-figure Amazon agency, what it was like selling into a COVID bidding war, how he structured and hit his earnout with S4 Capital, and why his comet theory now drives a new agency launch every few months, on the Agency Acquisitions & Exits Podcast.

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