The Tax Rich Business Owners Skip That W-2 Workers Can’t: How S Corp Profits Escape the Medicare Surtax

A salaried nurse looks at her pay stub and sees Medicare tax coming out of every dollar she earns. It does not stop at a cap. Once her wages plus her spouse’s cross an income line, an extra ACA Medicare surcharge kicks in on top, and it also has no ceiling. There is no form she can file to opt out.

Now put that same nurse’s paycheck next to what her practice’s owner takes home, and the tax code splits in two.

How S Corp Profits Get a Different Label

An S corporation is a small-business structure that passes its profits straight through to the owner’s personal return, avoiding a separate corporate tax layer. The owner draws money two ways: a salary she pays herself as an employee, and a distribution, which is her share of leftover profit after expenses.

The salary faces payroll tax (the Social Security and Medicare taxes withheld from every wage earner) and, above the income threshold, the uncapped ACA Medicare surcharge. Exactly like the nurse’s wages.

The distribution does not. Profit that flows through an S corp is not classified as wages, so it sidesteps the payroll tax system entirely, including that uncapped Medicare piece.

That is the whole mechanism. Same person, same practice, same day of work. Two different tax labels on the money.

Reasonable Compensation Is the Whole Ballgame

The IRS knows what happens if owners simply zero out their salary and take everything as profit, so it requires “reasonable compensation”: the owner must pay herself a wage that resembles what she would earn doing the same job for someone else. Miss low, and the IRS can reclassify distributions as wages and hit them with back payroll taxes and penalties.

But “reasonable” is a range, not a number. An anesthesiologist earning $900,000 through her practice might pay herself a $300,000 W-2 salary, take the remaining $600,000 as an S corp distribution, and defensibly point to physician-employee salary surveys at that level. The $600,000 skips payroll tax. The uncapped Medicare surcharge never touches it.

A modest salary paired with a large distribution is the code working exactly as written.

Doctors Billing Medicare While Paying No Medicare Tax

That irony jumped out to the guests on Bloomberg’s Odd Lots episode There’s a Mind-Boggling Number of Rich People in America, authors of a book on high-earning business owners in the US, one a professor of economics at Princeton and one a professor of economics and finance at Chicago Booth.

“We are taxing salaries at a different rate than taxing business income,” one said. “And so that anesthesiologist that runs most of the business through the S corp is not paying payroll tax, not paying the ACA surcharge, which is uncapped Medicare tax, on the profits that come through. Which is maybe particularly galling because they’re billing Medicare for so many services and they themselves, on their mostly labor income, aren’t paying the Medicare tax on it.”

Read it slowly. The practice sends invoices to Medicare, collects from Medicare, and generates a large share of its revenue from Medicare patients. The owner’s take is overwhelmingly compensation for her personal labor: the procedures she performs, the hours she stands in the OR. And the Medicare tax that funds the program she is billing does not touch the majority of what she earns.

Who Actually Reaches This, and Who Doesn’t

This is legal structuring inside the S corporation rules, used the same way for decades by dentists, veterinarians, consultants, law firms, engineers, real estate brokerages, and specialty medical practices. It is one reason the tax code has quietly become a wealth-building tool for owner-operators of profitable service businesses, the profile the Odd Lots guests spent the episode describing.

W-2 employees cannot touch it, no matter how high the salary. A hospital-employed anesthesiologist earning the same $900,000 has no S corp to route income through, no distribution to receive, and no way around the uncapped Medicare surcharge on wages. The tax burden on identical work looks completely different depending on the corporate box the employer put around it.

The strategy also fails passive investors, most gig workers, and owners whose “reasonable” salary really is most of what the business produces. A solo consultant grossing $180,000 with $30,000 in expenses cannot credibly pay herself $40,000 and call the rest profit. The IRS audits that fact pattern.

For the retiree or near-retiree reading this: if you own a profitable small business you still run, or your spouse does, the salary-versus-distribution split on your K-1 is worth an hour with a CPA before year-end. Set the wage too low and you invite an audit. Set it too high and you send the government money the code does not require.

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