This case study describes the strategy used by Boulder Valley Care Network (BVCN) to design a governance structure for its Accountable Care Organization (ACO) that promotes physician engagement. BVCN’s experience can serve as a guide to ACOs that are attempting to work with physicians, particularly those in independent practice, who have concerns about partnering with a hospital-led ACO. BVCN also shows the benefits to the ACO of empowering physicians by placing them in key leadership roles. The strategy consists of two parts: (1) giving physicians a leadership role on the ACO board and committees, and (2) jointly negotiating participation and operating agreements by the two organizations partnering in the ACO: the hospital, Boulder Community Health (BCH), and the Boulder Valley Individual Practice Association (Boulder Valley IPA). BVCN found that this strategy helped it to build trust with physicians not employed by BCH and keep them engaged. The physician-led structure also improves care for beneficiaries by getting physicians involved in developing the ACO’s clinical practice guidelines and targeting those guidelines to the needs of the beneficiary population they serve.