Shares of News Corp (NYSE: NWS). have had a rough year, just like most of their peers, but key executives did well. According to its definitive proxy statement filed this evening, bonuses for CEO and Chairman Rupert Murdoch and COO Peter Chernin were both up this year compared to last.

Based on the company’s 25 percent EPS growth, they both received non-equity compensation of $17.5 million, compared to $15.79 million in 2007. The other big winner was Roger Ailes, head of Fox News: His non-equity bonus was $4.5 million, compared to $3 million. And he received stock awards of $9.1 million compared to $1.6 million last year. His base pay remained at $5 million. Because he is solely responsible for that unit, his compensation isn’t determined by group-wide EPS growth, but by the strong growth of Fox News. Ailes also has skin in the game with respect to Fox Business: “In addition, pursuant to the terms of his employment agreement, Mr. Ailes is also entitled to receive awards in the form of shares of our Class A Common Stock upon the launch of the FOX Business Network and when the fair market value of the FOX Business Network equals or exceeds two times its cost as determined pursuant to the terms of Mr. Ailes’ employment agreement. Accordingly, upon launch of the FOX Business Network on October 15, 2007, Mr. Ailes received an award of 333,333 shares of Class A Common Stock. Mr. Ailes’ employment agreement also provides that he receive a minimum, annual bonus of $1 million in cash, which he received for fiscal 2008.”

In terms of totals, Murdoch took home $27 million, Chernin $28.8 million and Ailes got $19.9 million. Again, not bad for any of them.

—No More Staggered Board: This may not be the first time a company has put forth an official proposal due to the urging of famed gadfly Evelyn Davis (some background), but it’s the first time I’ve ever seen it. The company has put forth a measure to declassify its board—from now on, all of its board members will be elected at the same time. Staggered boards are an anti-takeover measure, but the company doesn’t see the risk anymore: “With the completion of the Exchange, Liberty is no longer a significant stockholder. The Board believes that the risk of a third party takeover is now significantly reduced. Consequently, the Board has terminated the Stockholder Rights Plan, and the Board believes it is now the appropriate time and in the best interests of the Company and its stockholders to declassify the Board. In addition, Mrs. Evelyn Y. Davis, a stockholder, submitted proposals in 2006 and 2007 requesting that the Board take the necessary steps to eliminate the Company’s classified Board structure. Ms. Davis’ proposals received support from 32.7% and 17.3% of the votes cast by the Company’s stockholders at the 2006 and 2007 annual meeting of stockholders, respectively, which indicated to the Board that a significant number of the Company’s stockholders support the declassification of the Board. Therefore, the Board has approved, and recommends approval by the Company’s stockholders, an amendment to the Certificate of Incorporation to provide for the annual election of Directors beginning at this Annual Meeting.”