> ## Documentation Index > Fetch the complete documentation index at: https://dso.getlemma.com/llms.txt > Use this file to discover all available pages before exploring further. # Structure friendly-owner compensation > Compensation models for the dentist-owner, the fair market value and production-neutrality guardrails, why production bonuses are the enforcement red flag, and how to document duties so the arrangement holds up. The friendly owner is paid for two distinct things: **practicing dentistry** and **governing the professional entity**. Keeping the two streams separate, sizing each at fair market value, and documenting the duties behind them is what keeps the arrangement outside the fee-splitting rules, the Anti-Kickback Statute's problem space, and the fact pattern of every major dental False Claims Act case. ## Prerequisites * The dentist's actual role defined: will they practice, and how much? * A written description of the governance duties * Market compensation data for dentists in the geography * Counsel engaged ## The two streams | Stream | For | Typical structure | | -------------------------------------------- | ------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | **Clinical compensation** | Practicing dentistry | Employment agreement: base salary or daily rate; percentage of the dentist's own collections is common for associates, but see the warning below before using it here | | **Dental director / ownership compensation** | Governance, oversight, clinical leadership | Flat monthly stipend, or documented hourly rate | Keep them in **separate agreements or clearly separate sections**, with separate documentation. Blending them makes it impossible to show that either is fair market value (FMV) for what it covers. ## The three guardrails Evaluate each compensation arrangement under all three requirements. The federal analysis includes the Anti-Kickback Statute's personal-services safe harbor when the arrangement involves Medicaid or CHIP business, along with applicable state fee-splitting rules.1 ### 1. Fair market value What an unrelated party would pay for the same services in the same market. **How to support it:** * Dentist earnings data for the region (the ADA Health Policy Institute publishes it) and current market offers for associates in your area * For the governance role, a documented hourly rate consistent with the dentist's clinical earning rate, multiplied by estimated hours * A formal FMV opinion for larger or unusual arrangements * Documented reasoning, retained ### 2. Commercially reasonable The arrangement makes business sense **on its own terms**. You need the services; the hours are plausible; the person is qualified. A dental director stipend for 20 hours a month at a two-operatory practice invites the question of what those 20 hours consist of. Have an answer, and have time records. ### 3. Not varying with production or referrals The compensation does not increase because the practice produces more, because the dentist orders more procedures, or because they refer more within the group. **Never structure owner compensation so it echoes the FCA fact pattern.** Every headline dental enforcement case was built on production-linked money: Kool Smiles clinics paid "substantial cash bonuses" to dentists who hit revenue goals and disciplined "unproductive" ones (\$\$23.9M settlement, 2018); the ImmediaDent/Samson settlement recited a violation of Indiana's corporate practice prohibition through "rewarding production" and "disciplining employees for not meeting production objectives"; and California's 2026 Aspen Dental settlement bans per-sale payments to clinical staff and requires ending revenue-based compensation structures.2 A percentage-of-practice-revenue stipend for the owner, production quotas, or bonuses tied to specific procedures put your structure inside that pattern. See [Fee-splitting](/concepts/model/fee-splitting). A percentage of the dentist's **own collections** for services personally performed is common in dental associate compensation. Review the formula for fair market value, state-law restrictions, documentation, and its effect on clinical judgment. Governance compensation tied to practice-wide revenue or a formula that pressures treatment planning raises a different set of concerns. ## Steps Be specific. Generic "clinical oversight" is not documentable. A real list: * Chair or participate in clinical quality review, including chart audits * Approve and periodically review clinical protocols, including diagnosis and treatment-planning standards, radiograph frequency, and infection control * Supervise and evaluate the clinical team, including hygienist scope and supervision settings * Make clinical hiring and termination decisions * Approve clinical equipment, materials, and lab specifications * Serve as the PC's officer and director; attend board meetings * Sign payer contracts and provider agreements * Own and oversee patient records governance * Serve as the PC's point of contact for the dental board and regulators * Participate in incident review and patient complaint resolution Estimate the hours each requires. That estimate is the basis for the stipend. Clinical compensation against dentist earnings data and market offers for the geography. The dental director stipend against a documented hourly rate multiplied by the estimated hours. | Structure | Fits | | ------------------------------- | --------------------------------------------------------------------------- | | **Flat monthly** | Predictable duties; simplest to administer and defend | | **Hourly for documented time** | Variable duties; strongest documentation, most administrative burden | | **Folded into employment comp** | Where the dentist practices substantially and the governance role is modest | Flat monthly with **contemporaneous time records** is the common middle ground. The AKS personal services safe harbor's shape: written, signed, at least a one-year term, specifying the services, with aggregate compensation set in advance and not varying with referrals or business generated. Design to it even if you don't need to fit it exactly. Keep contemporaneous records of the hours and activities performed in the governance role. These records support that the services were rendered and help evaluate whether the compensation is commercially reasonable. The benchmarks used, the hours estimated, the conclusion, and the date. Refresh annually. Their exposure, their lawyer. ## Treat distributions and service compensation separately Clinical pay and governance-service pay compensate work. A distribution reflects equity and follows a different entity, tax, fiduciary, solvency, and professional-practice analysis. Do not assume the owner is categorically excluded from distributions or engineer a near-zero practice result merely to move residual economics to the support company. Explain the management fee, retained earnings, distribution policy, and downside obligations before the person accepts ownership. See [Where the profit lives](/concepts/finance/where-the-profit-lives). ## Verify it worked * [ ] Two separate compensation streams, separately documented * [ ] Governance duties listed specifically, with estimated hours * [ ] Both streams benchmarked against market data * [ ] Written agreement, signed, term of at least one year * [ ] Aggregate compensation set in advance * [ ] Nothing varies with practice revenue, production targets, or referral volume * [ ] Any production-, procedure-, quality-, or sales-linked component tested for clinical-control, documentation, referral, fee-splitting, payer, and state-law risk * [ ] Time records required and actually kept * [ ] FMV analysis documented and dated * [ ] Dentist's own counsel reviewed * [ ] Annual review calendared ## Common failure modes | Failure | Consequence | | ---------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | | Percentage-of-practice-revenue stipend | Fee-splitting exposure; the Aspen settlement pattern | | Incentive rewards unsupported treatment, referrals, or a support-company sales directive | Clinical-control, licensure, payer, AKS, and False Claims Act risk depending on the facts | | No documented duties | Cannot show commercial reasonableness | | No time records | Cannot show services were rendered | | Compensation set retroactively | Fails the "set in advance" requirement | | Blending clinical and governance comp | Neither stream is separately defensible | | No FMV support | The weakest position in an investigation | | Never refreshed | A defensible 2023 rate may not be defensible now | ## Sources 1. Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b); personal services and management contracts safe harbor at 42 C.F.R. § 1001.952(d). OIG, [Fraud & Abuse Laws](https://oig.hhs.gov/compliance/physician-education/fraud-abuse-laws/). 2. DOJ, [Benevis and Kool Smiles clinics pay $23.9 million](https://www.justice.gov/opa/pr/dental-management-company-benevis-and-its-affiliated-kool-smiles-dental-clinics-pay-239) (Jan. 10, 2018); USAO W.D. Ky., [ImmediaDent / Samson Dental Partners $5.1 million settlement](https://www.justice.gov/usao-wdky/pr/51-million-dollar-settlement-reached-indiana-dental-firm-resolve-false-claims); California AG, [settlement with Aspen Dental Management](https://oag.ca.gov/news/press-releases/attorney-general-bonta-announces-settlement-aspen-dental-over-corporate-practice) (May 7, 2026, subject to court approval).