After two decades of major education reforms without seeing major gains for low-income students, state leadership is coming to the conclusion that there is something inherently wrong with America's K-12 system. States have called into question the time-based system built around the Carnegie unit and are now rapidly advancing an alternative. By establishing proficiency-based diplomas, credit flexibility, or seat-time waivers, 36 states are moving toward competency education. In some cases comprehensive policy is being implemented, in others investments in pilots are used to engage districts, and in all of them innovation space is being created by lifting time-based policies. It is firmly in the hands of state leadership to redesign policies for a student-centered system, rather than a time-based system. This paper offers an opportunity for state leadership to reflect upon their efforts and share their insights into re-engineering the policy and practices of our K-12 systems that were built over hundreds of years. "Necessary for Success" introduces the concept of competency education, explains why the traditional time-based system is holding back our children and our nation, and discusses the important initial steps taken by states in introducing competency education. Interviews with state leadership about their strategies, lessons learned, and the emerging policy infrastructure that is needed for full alignment with competency education are included. The paper contains recommendations for creating a culture of competency within state education agencies.