The most significant factor affecting students’ learning in the classroom is the quality of their teachers. Yet a central paradox of American education is that students from disadvantaged backgrounds, who arguably most need well-qualified and experienced teachers, are least likely to get such teachers. Research indicates both that the skills and backgrounds of teachers are among the most important determinants of students’ academic success and that "teacher quality" is inequitably distributed across schools serving students from different racial and socioeconomic backgrounds. The Doing What Counts project is a collaborative effort of the Laboratory for Student Success at Temple University and MDRC to design and execute rigorous research that will develop reliable evidence about the use of financial and non-financial incentives to recruit and retain high-quality teachers for underperforming schools — with the ultimate goal of improving student achievement. This paper reviews the research on teacher quality and the use of incentives, describes incentive programs in seven urban school districts, and outlines design principles for an exploratory study on the use of incentives.