This paper explores the ways that states benefit from the activities of non-state actors (NSAs) as tools of irregular warfare (IW), with a particular focus on China and Russia. An examination of the historical relationships between state and non-state actors reveal that while proxies provide many potential advantages to their authoritarian patrons, they also present significant problems. The paper further demonstrates how China and Russia each utilizes a wide range of NSAs in a similarly broad spectrum of irregular warfare activities, including low-level persistent operations designed to erode adversaries’ institutions over time, to much more kinetic operations that directly challenge the territorial integrity of other sovereign states. Implications for how to respond to these activities are discussed.