Background: Dentists increasingly are employed in large group practices that use financial incentive systems to influence provider performance. The authors describe the design and initial implementation of a pay-for-performance (P4P) incentive program for a large capitated Oregon group dental practice that cares primarily for patients receiving Medicaid. The authors do not assess the effectiveness of the incentive system on provider and staff member performance. Methods: The data come from use of care files and integrated electronic health records, provider and staff member surveys, and interviews and community surveys from 6 counties. Quarterly individual- and team-level incentives focused on 3 performance metrics. Results: The program was challenged by many complex administrative issues. The key issues included designing a P4P system for different types of providers and administrative staff members who were employed centrally and in different communities, setting realistic performance metrics, building information systems that provided timely information about performance, and educating and gaining the support of a diverse workforce. Adjustments are being made in the incentive scheme to meet these challenges. Conclusions: This is the first report of a P4P compensation system for dental care providers and supporting staff members. The complex administrative challenges will require several years to address. Practical Implications: Large, capitated dental practice organizations will employ more dental care providers and administrative staff members to care for patients who receive Medicaid and patients who are privately insured. It is critical to design and implement a P4P system that the workforce supports.