40 years of DAI

DAI began to grow again, he grew restless,
seemingly uninterested in steering the company
on the path he had charted. Constant reshuffling
of the operating divisions and their leadership
in the late 1980s reflected this restlessness:
as a founder, Mickelwait approached DAI as a
coach might deal with a basketball team that
wins some games but loses some close ones,
always willing to move players on and off the
court until he found a combination that worked.
But as of 1991, he hadn’t found it.
There were also some external frustrations.
A late 1980s push to gain new work from the
Japanese development sector had fizzled, and
new USAID conflict-of-interest rules stipulated
that project designers could not do implementation—a
restriction that broke the seamless link
between DAI’s “planning” and “executing” capacities.
The company also remained snared in
the conundrum of having so many of its senior
staff occupied with short-term contract assignments
that it couldn’t always invest enough time
and attention in critical long-term proposals.
At heart, though, the problem was simple. Mickelwait
was uneasy about the consequences of
growth. “I wasn’t very happy with the direction,
I wasn’t very happy with the vice presidents, I
wasn’t very happy with anything,” he recalled.
“It felt to me as though the place had gotten out
of control and I couldn’t figure out how to get
it back in control.” It was in this state of mind
that Mickelwait began thinking about selling the
company.
ICF Kaiser was a $625 million environmental
engineering firm that made its name by doing
high-quality consulting work for the Environmental
Protection Agency and Department of
Energy, and had grown rapidly in the late 1980s
by acquisition. ICF Kaiser had started getting
into the development consulting market and
was keenly interested in expanding overseas.
Both Mickelwait and Barclay had met executives
from ICF over the year, and, given its
appetite for growth, they were not surprised
when informal overtures started coming in 1989
and 1990. By the end of 1990, just as DAI was
settling into its new Bethesda office with a 10year
lease, as Barclay recalled, “honorable, but
vague” discussions about an acquisition were
under way. ICF was barely doing any development
work, and despite its “international” name,
it was mainly operating in the United States. On
the surface, following more than 15 other acquisitions,
DAI looked to them like a nice fit.
That fall, Mickelwait formally turned over dayto-day
management of the company to Barclay.
The Board named Barclay President and Chief
Operating Officer and Mickelwait became Chairman
and CEO. For Mickelwait, joining ICF’s
management team (a condition of the proposed
acquisition) looked like an opportunity to play
on a much bigger field. Soon, much of Mickelwait’s
time was going into the talks with ICF,
which were by then growing more focused. It
was assumed that the acquisition would be by
stock swap; most of the talks revolved around
how much autonomy DAI would have. On that
41