Value-Based Healthcare (VBH) is the most transformative healthcare reform effort in decades, dramatically changing how physicians engage and are compensated within patient care. CMS has targeted conversion of Medicare and Medicare Advantage plans to be 100% alternative payment models within primary care by 2025. Within these ACO shared shavings platforms, specialist episode-of-care costs will increasingly impact referrals as value is measured and reported within alternative payment models. The 2021 STARK Law changes expanding safe-harbor exemptions for value-based arrangements within physician self-referral regulations highlight how VBH has become a government lead priority, ensuring that private payers will adopt VBH contracting and utilization strategies moving forward. Otolaryngology is not presently on the forefront of VBH change, however value-based accountable care organizations and clinically integrated networks are rapidly developing VBH models nationally that are directly impacting Otolaryngologist’s referral networks without notification. Understanding the dynamics within VBH model formation and proactively identifying areas of opportunity to engage this evolving process will be important to prevent third-party determination of Otolaryngology VBH models. Recent unilateral utilization driven changes to medical policy with sinus surgery prior authorization by national payers serves as an example of the risk of third-party predetermination of Otolaryngology medical policy and clinical practice guidelines if our speciality does not strategically engage the VBH structure and process. The goals of this presentation are to explore 1) the critical components of VBH, 2) highlight the VBH related strategies and programs from payers and 3) discuss areas within Otolaryngology where research efforts and strategic planning can proactively develop Otolaryngology VBH opportunity zones.