Lionsgate’s share price fell 35.6% in the fiscal year that ended in March, and the board acknowledged that — with declining film sales — the “year-end numbers did not reflect the financial performance it expected and that it has consistently delivered in recent years.”

Still, CEO Jon Feltheimer and Vice Chairman Michael Burns ended up with big raises, the company discloses today in a proxy filed at the SEC: Feltheimer’s compensation package rose 61.5% to $10.9 million. Burns’ rose 33.1% to $11.5 million.

Felthimer’s package included $1.5 million in salary, $4.1 million in stock awards, $5.3 million in option awards, and $95,113 in other compensation –including $18,761 in club membership dues and $71,882 for personal use of the company-leased jet.

Burns saw $1.0 million in salary, $5.0 million in stock awards, $5.3 million in option awards, and $221,866 in other compensation — including $204,064 for personal use of the aircraft.

The board’s Compensation Committee decided that since most of the weakness was in the film division, executives there would take the biggest hit.

Instead of awarding bonuses under its Executive Bonus Program, directors gave the top execs “a discretionary bonus equal to a percentage of the individual’s bonus paid for fiscal 2015.”

That was supplemented by an annual incentive bonus based equally on three criteria: company performance, division performance, and the individual’s performance.

By that measure, the board granted Feltheimer $5.4 million in stock vesting immediately, with Burns receiving $4.7 million in stock.

Lionsgate’s Compensation Committee was chaired by Canadian entertainment lawyer Arthur Evrensel and also included investor Mark Rachesky and Omnicom Media Group CEO Daryl Simm.