Value-Based Healthcare (VBH) is primed to be the most transformative healthcare reform effort in decades. Codified into law through the 2015 Medicare Access and CHIP Reauthorization Act (MACRA), VBH represents a coalescence of multiple patient-centric reform efforts and progressive healthcare legislation. While Otolaryngology is not presently on the forefront of change, value-based accountable care organizations and clinically integrated networks are rapidly developing VBH models nationally that will impact Otolaryngologist’s referral networks. The 2021 STARK Law changes expanding safe-harbor exemptions for value-based arrangements within the physician self-referral regulations highlight how VBH has become a government lead priority, ensuring that private payers will adopt VBH contracting and utilization strategies. 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 engagement. Recent utilization driven changes to medical policy with sinus surgery prior authorization by a national payer serves as an example of this third-party predetermination of value driven clinical pathways if Otolaryngology does not engage within fee-for-service model adoption of 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 planning can proactively develop Otolaryngology VBH opportunity zones.