Personnel expense is usually the largest expense in a medical practice and should be invested to further its mission and business goals. This case study describes how a community health center transitioned from a pay scale based entirely on seniority to one that that incorporated market-based pay factors. The pay scale transition goals were to create a financially sustainable system and improve the recruitment and retention of staff. The practice also wanted to prepare for value based payments by developing a pay scale that could eventually incorporate pay for performance. The process and development of the new pay scale was rooted in a pay philosophy developed by the organization’s leadership, which was an essential first step.