Principal media, built properly.
Principal media can create meaningful new margin. It can also create accounting, credit, contract and client-trust risk if the model is not designed end to end.
I built and ran principal media businesses inside Dentsu and Omnicom. Rareview helps independent agencies design the entity, commercial model, contracts and controls, then take the first transaction through it.
Built from operating experience, not theory.
§ Experience
Built from the inside.
Principal media built and run inside Dentsu and Omnicom. Today, I bring that experience to independent agencies.
The real test is not how the model looks in a presentation. It is whether Finance can close it, Legal can support it and the records are ready when a client asks.DJ Martin, Founder
§ Why now
Principal media is growing faster than the controls around it.
That creates both opportunity and risk.
Adoption is increasing. Advertiser scrutiny is increasing. Governance remains inconsistent. The ANA now recommends that advertisers address approval and transparency requirements in their agency contracts before principal transactions occur.
For agencies that build the model properly, that creates an opening. For those that do not, it creates unnecessary commercial and client risk.
ANA principal media study, March 2026. 114 client-side marketers surveyed October 2025 to January 2026.
§ What has to work
Six things have to work together.
Principal media is not just a buying model. It is a second operating model with its own accounting, contracts, credit exposure, cash requirements and client obligations. Get five of six right and you have built a liability.
Clean separation
The business has to be separate enough that its transactions, reporting and economics can be identified clearly. Agency and principal media cannot be allowed to commingle in the reporting.
Gross or net follows the economics
Whether revenue is recognised gross or net follows the actual economics and the control retained by the entity. It does not follow the margin target. If the terms do not support gross treatment, the model has to work on a net basis.
Working capital is a decision
Buy-side and sell-side terms are designed together so the funding requirement is understood before launch rather than discovered afterward. Deposits and prepayments are priced and approved, not absorbed by default.
The exposure moves to you
Once the entity owes the media owner, client non-payment becomes your exposure. That requires credit rules, exposure limits and ongoing monitoring that the pass-through model did not require.
The client said yes, on the record
The client opts in knowingly. The record is clear that you act as principal, that you earn a margin and how client benefits and added value are treated. That is what a procurement or audit team will expect to see.
Both sides have to align
Payment, cancellation, liability and make-good provisions have to work across both sides of the transaction. Misalignment is how the entity ends up carrying an obligation it can no longer recover from the client.
§ Launch gates
What gets settled, and when.
§ How we build it
Five stages. The first is deciding whether to do it at all.
Rareview builds the operating model, contracts and controls. I stay directly involved from the readiness work through the first live transaction.
§ Decision register
Over thirty decisions stand between an idea and a controlled launch.
Rareview gives each one a named owner, a launch gate and a recommended starting position. Nothing gets left sitting in a workshop deck.
Gross versus net treatment
Client credit policy and exposure limits
Media-owner master terms
Client disclosure and opt-in
Cancellation alignment
Benefit calculation and reconciliation
Six of more than thirty. The full register, the recommended positions and the reasoning behind each are part of the engagement.
§ Operating model
Every stage of the transaction gets mapped.
Each stage gets an owner, a system of record, a financial treatment and a control. The full model →
§ Fit
Who this is built for.
- →Independent and mid-market agencies with meaningful managed media scale
- →Agency groups and roll-ups
- →Private-equity-backed agencies where principal is part of the value-creation plan
Around $75M in managed media is where the economics often begin to justify a standalone model. It is a guideline, not a rule. Below that level, the entity overhead may exceed the opportunity. We will tell you during the readiness work rather than after you have built it.
If your client agreements prohibit principal transactions, the answer is a transparent renegotiation with the client fully informed, not a workaround.
Also available
On the other side of the table?
Rareview also reviews principal media structures for advertisers, CFOs and investors, covering disclosure, contract terms, benefit claims and the underlying economics.
Rareview will not advise an agency on a principal build and then act against that same entity.
§ Next step
Start with 30 minutes.
Tell me your managed media spend, where you see principal fitting and what your client agreements currently allow. I will give you an initial view of the economics, the key blockers and whether I believe it is worth pursuing.
No deck. No sales process. If I do not believe the economics or operating conditions support it, I will say so.