Efforts to refine the government's pay and promotion system have floundered. How can we develop and bring a new model to the majority of government employees? Most federal employees work and are paid in a General Schedule system that has been in place since 1949, when a vastly different group of occupations, skill sets, and management principles were practiced. In the last decade, The Performance Institute, a think-tank in performance management and accountability for government, studied the two largest lost opportunities to change this model in the last decade: The Department of Homeland Security Max HR System and the Department of Defense National Security Personnel System. The study revealed the government's failure to understand the cultural, behavioral, and management challenges involved in this major paradigm shift.