Linking health-care quality improvement to payment appears straightforward. Improve the care that one provides to one’s patients, and one is rewarded financially. Should one fail to improve care, then one is financially penalized. However, this strategy assumes that health-care workers and administrators possess the necessary tools and knowledge to improve care and that the metrics being measured have been rigorously tested. Although health-care workers and hospitals are publically committed to reducing inappropriate care, improving patient safety, achieving better health outcomes, and holding down costs, many are unsure how to do this effectively. We present the case that it is not usually the people who create the problems in our health system; rather, it is the processes of the care-delivery system that require change. Incentivizing performance improvement using simple metrics is unlikely to work before using compensation strategies to incentivize behavior change in clinical systems. But prior to even doing this, leaders and physicians must first create accurate performance measures and understand improvement science.