Spire (SR) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):
	No fee required.
	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1) Title of each class of securities to which transaction applies:
	(2) Aggregate number of securities to which transaction applies:
	(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4) Proposed maximum aggregate value of transaction:
	(5) Total fee paid:
	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1) Amount Previously Paid:
	(2) Form, Schedule or Registration Statement No.:
	(3) Filing Party:
	(4) Date Filed:

Table of contents

Dear fellow shareholders and employees,

On behalf of the Board of Directors, thank you for your investment in Spire. It is our privilege to serve you, and we appreciate the responsibility and trust you place in us to help grow and guide our Company for continued success in the future. This past fiscal year has once again been one of challenges and change. As a Board, we have remained focused on our oversight responsibilities, with an emphasis on identification and mitigation of material risks and the development and implementation of company strategy, succession plans for the Board and senior management, and environmental, social and governance strategies and disclosures.

Strategy and risk oversight

Each year presents new challenges to the energy industry, and the Board remains focused on short-term and long-term strategy and results, sustainable shareholder value, risk identification and mitigation, and the Company’s preparedness to grow and succeed. We believe that overseeing these aspects of Spire are at the core of our duties as directors.

Succession planning

The Board is continuously focused on seeking to ensure that we have the mix of diverse backgrounds, skills and experiences required to meet evolving challenges. We are committed to ensuring that our Board is made up of directors who are independent, committed, capable, diverse, experienced and accountable to our shareholders.

A strong and sustainable management team is one of the keys to Spire’s success. Throughout the year, the compensation and human resources committee focuses on senior management succession planning. The committee periodically participates in in-depth conversations with our president and chief executive officer and our management team during which potential future senior leaders are identified and development plans are discussed.

Enhanced disclosures

Spire is committed to interacting with investors to determine what information is important to them, enhancing disclosures and making environmental, social and governance information even more accessible. We are also, once again this year, highlighting our response to COVID-19 and how we are working to keep our employees, customers and communities safe while providing reliable natural gas service. You will also notice several additional enhanced disclosures within the pages of this proxy statement as we strive to share Spire’s story more effectively each year.

Once again, on behalf of our Board of Directors, thank you for your investment in Spire and for your continued support.

Sincerely,

Edward L. Glotzbach

Chair of the Board
Spire Inc.

Spire Inc.  |  2021 Proxy Statement

1

This page intentionally left blank

Notice of
Annual Meeting
of Shareholders

Spire Inc.  |  2021 Proxy Statement

3

Proxy statement summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Who we are

At Spire, we believe energy exists to help people. To warm homes, grow businesses and move communities forward. Every day, we have the privilege of serving 1.7 million homes and businesses, as well as natural gas buyers, producers and industrial customers through our gas-related businesses.

As the fifth-largest publicly traded natural gas company in the country, we are committed to growing our business, leading our industry and redefining what it means to serve our customers. This commitment is reflected in our mission to answer every challenge, advance every community and enrich every life through the strength of our energy. To live this mission, we hold strongly to our three values:

COVID-19 response

As the pandemic continued throughout fiscal 2021, we continued to prioritize the health and safety of our employees, customers and communities. Our cross-functional incident support team led the Company through the changing landscape of the pandemic and implemented a range of measures, including:

The Board has maintained oversight over Spire’s continued response to the pandemic through regular reporting from management.

Consistent with fiscal 2020, we did not furlough or lay off any employees in fiscal 2021. In addition, management did not recommend, nor did the Board approve, any changes to our executive compensation metrics or program in connection with the pandemic. See the “Compensation Discussion and Analysis” section herein for more information.

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

4

Spire’s fiscal year 2021 corporate performance

The following table provides information on the Company’s performance in the last two fiscal years, which was a critical consideration in the Company’s determination of appropriate executive compensation. For the fiscal year ended September 30, 2021, the Company reported consolidated net income of $271.7 million ($4.96 per diluted share), compared with $88.6 million ($1.44 per diluted share) in fiscal 2020. The prior year amount reflects the impact of the third quarter 2020 impairment charge of $148.6 million ($117.3 million after tax). Excluding this charge, net income increased $65.8 million, driven by increases of $37.8 million and $23.6 million in the Gas Marketing and Gas Utility segments, respectively, combined with a $4.4 million improvement in results from Other. The Gas Marketing and Gas Utility results reflect the positive effects of optimizing market conditions in February due to extreme weather as a result of Winter Storm Uri. Net income and earnings per share are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Management also uses the non-GAAP measures of net economic earnings (“NEE”) and NEE per share when internally evaluating and reporting results of operations, as discussed on pages 32-33 of the Company’s Annual Report on Form 10-K for the year ended September 30, 2021 (the “2021 10-K”). NEE for fiscal 2021 was $266.3 million ($4.86 per diluted share), up from $207.8 million ($3.76 per diluted share) for fiscal 2020. The $58.5 million growth includes a $37.9 million increase for Gas Marketing and a $17.2 million increase in the Gas Utility segment, as well as improvements in Other. The results are discussed further beginning on page 34 of the 2021 10-K.

Our 2021 results

Spire Inc.  |  2021 Proxy Statement

5

Executive compensation

The Company is committed to its pay-for-performance philosophy. Basic net economic earnings per share is the key metric used to determine funding under our Annual Incentive Plan (“AIP”) in 2021. The Company also emphasizes pay-for-performance by placing most of the executives’ target total direct compensation (“TTDC”) at risk through the annual and long-term incentive plans. TTDC includes the current base salary, the 2021 target AIP opportunity and the market value of the equity awards made during fiscal year 2021. Further, the value of the equity incentive award, the largest portion of incentive pay, is based on long-term performance.

Sustainability

We have issued our annual Corporate Social Responsibility report in May during the past three years. We plan to issue our next report in May 2022. We remain committed to enhancing and expanding our disclosures each year to more fully describe the work we are doing to make Spire more sustainable. We are working toward Sustainability Accounting Standards Board (SASB) reporting in calendar year 2022, and we are currently evaluating the Task Force on Climate-related Financial Disclosures (TCFD) framework.

In fiscal 2021, the various committees of the Board of Directors assumed formal oversight of management’s sustainability efforts in the areas of environmental; diversity, equity and inclusion; supplier diversity; and governance. The corporate governance committee remains responsible for overseeing and approving the report, which we plan to rename to be our Sustainability report. The current Corporate Social Responsibility report can be found on our website at SpireEnergy.com/CSR.

Annual meeting of shareholders

Time and date		Place		Record date
8:30 a.m. CST on Thursday, January 27, 2022 Check-in beginning 8:15 a.m. CST		Virtually at www.virtualshareholdermeeting.com/SR2021		November 30, 2021

How to vote

Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals.

By internet		By telephone		By mail		At the meeting
www.proxyvote.com		800-690-6903		Mark your proxy card or voting instruction card, date and sign it, and return it in the postage-paid envelope provided.		If you decide to attend the virtual meeting, you will need your 16-digit control number and follow the instructions on the screen.

Voting matters

Proposal		Board vote recommendation				Page reference (for more detail)
Election of four directors			FOR			9
Provide advisory vote to approve the compensation of our named executive officers			FOR			29
Ratification of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for fiscal year 2022			FOR			59

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

6

Nominees for election (page 9)

The following chart includes summary bios and key aspects of our Board of Directors, including directors who are nominees this year. We believe the competencies currently possessed by our directors represent a solid mix of backgrounds and experiences for the Company.

 

Mark A. Borer Retired Chief Executive Officer and Board Member DCP Midstream Partners LP   Age: 67 Director since: 2014 Committees:		Maria V. Fogarty Retired Senior Vice President, Internal Audit and Compliance NextEra Energy, Inc.   Age: 62 Director since: 2014 Committees:		Edward L. Glotzbach Retired Vice Chairman, Mergers and Acquisitions Information Services Group   Age: 73 Director since: 2005 Committees:		Carrie J. Hightman Nominee Retired Executive Vice President and Chief Legal Officer NiSource Inc.   Age: 64 Director since: 2021 Committees: TBD
Rob L. Jones Retired Co-Head Bank of America Merrill Lynch Commodities, Inc.   Age: 63 Director since: 2016 Committees:		Brenda D. Newberry   Nominee   Retired Chairman of the Board The Newberry Group   Age: 68 Director since: 2007 Committees:		Stephen S. Schwartz President and Chief Executive Officer Brooks Automation, Inc.   Age: 62 Director since: 2018 Committees:
Suzanne Sitherwood   Nominee   President and Chief Executive Officer Spire Inc.   Age: 61 Director since: 2011 Committees:		John P. Stupp Jr. Chairman, President and Chief Executive Officer Stupp Bros., Inc.   Age: 71 Director since: 2005 Committees:		Mary Ann Van Lokeren   Nominee   Retired Chairman and Chief Executive Officer Krey Distributing Co.   Age: 74 Director since: 2000 Committees:

 

 Chair    Audit   Compensation and Human Resources   Corporate Governance   Strategy

Spire Inc.  |  2021 Proxy Statement

7

Advisory vote to approve the compensation of our named executive officers (page 29)

As we do every year, we are again seeking shareholder advisory approval of the Company’s compensation of our named executive officers as disclosed in this proxy statement. Although the vote on this proposal is advisory and nonbinding, the compensation and human resources committee and Board will review the results of the vote and consider the collective views of our shareholders in future determinations concerning our executive compensation program.

Independent registered public accountant (page 59)

We are asking shareholders to ratify the selection of Deloitte as our independent registered public accountant for fiscal year 2022. The table contains summary information with respect to Deloitte’s fees for services provided in fiscal years 2021 and 2020.

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

8

Proposal 1: Election of directors

The Board of Directors is divided into three classes. Directors Hightman, Newberry, Sitherwood and Van Lokeren, whose terms will expire upon the election of directors at the meeting on January 27, 2022, have been nominated to stand for reelection. Directors Hightman, Newberry and Sitherwood are nominated for terms expiring upon the election of their successors in January 2025 or their earlier removal or resignation from office. Director Van Lokeren is nominated for a term expiring in January 2023 at which time she will retire due to Spire’s mandatory director retirement rules. The persons named as proxies intend to vote FOR the election of the four nominees.

If any nominee becomes unavailable to serve for any reason before the meeting, which is not anticipated, the proxies will vote the shares indicated for that nominee for a person to be selected by our Board of Directors.

Information about the nominees and directors

Nominee for term expiring in 2023

Nominees for terms expiring in 2025

Chair   Audit   Compensation and Human Resources   Corporate Governance   Strategy

Spire Inc.  |  2021 Proxy Statement

9

Your Board of Directors recommends a vote “FOR” election of the above nominees as directors.

Directors with terms expiring in 2023

Chair   Audit   Compensation and Human Resources   Corporate Governance   Strategy

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

10

Directors with terms expiring in 2024

Chair   Audit   Compensation and Human Resources   Corporate Governance   Strategy

Spire Inc.  |  2021 Proxy Statement

11

Chair   Audit   Compensation and Human Resources   Corporate Governance   Strategy

Qualifications required of all directors

The Board requires that each director be a person of high integrity with a proven record of success in his or her field and have the ability to devote the time and effort necessary to fulfill his or her responsibilities to the Company. Generally, the Board looks for persons who evidence characteristics of the highest personal and professional ethics, integrity and values; an inquiring and independent mind, practical wisdom and mature judgment; and expertise that is useful to the Company and complementary to the background and experience of other Board members.

In addition, the Board conducts interviews of potential director candidates to assess intangible qualities, including the individual’s ability to ask difficult questions and to work collegially and collaboratively. The Board considers diversity of race, ethnicity, gender, age, cultural background and professional experience in evaluating candidates for Board membership. Diversity is important, because the Board believes that a variety of points of view contribute to a more effective decision-making process.

When recommending director nominees for election by shareholders, the Board and the corporate governance committee focus on how the experience and skill set of each director nominee complements those of fellow directors to create a balanced Board with diverse viewpoints and deep expertise.

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

12

Board skills and composition matrix

The following matrix sets forth, for each director, the skills they bring to the Board; their age and Board tenure; the number of other public company boards on which they serve; their independence; and other qualities and experiences that contribute to diverse perspectives.

Director		Skills*		Age		Tenure		# of other public company boards		Independent		Racially/ Ethnically diverse		Gender diverse		Veteran status
Borer				67		8		1
Fogarty				62		8		0				(1)		(2)
Glotzbach				73		17		0
Hightman				64		0		0						(2)
Jones				63		6		1
Newberry				68		15		0				(3)		(2)
Schwartz				62		3		1
Sitherwood				61		11		1		CEO				(2)
Stupp				71		17		1
Van Lokeren				74		22		0						(2)

Finance

Strategy/M&A

Audit/Risk management

Regulatory/Government

Regulated utility

Commodity marketing

Public company operating

Legal/Governance/Compliance

Cybersecurity

Environmental

Human resources/DEI

Spire Inc.  |  2021 Proxy Statement

13

Governance

Corporate governance at a glance

Board and committee structure

Our Board currently consists of 10 directors, nine of whom are independent. Under our Corporate Governance Guidelines, the chair may be an officer or may be an independent member of the Board, at the discretion of the Board. The Board believes it should be free to use its business judgment to determine what is best for the Company in light of all the circumstances. Mr. Glotzbach is currently chair of the Board.

As chair, Mr. Glotzbach leads the Board in the performance of its duties by working with the chief executive officer to establish meeting agendas and content, engaging with the leadership team between meetings and providing overall guidance as to the Board’s views and perspective.

Ms. Sitherwood, as chief executive officer, focuses on setting the strategy for the Company, overseeing daily operations, developing our leaders and promoting employee engagement throughout the Company.

During the 2021 fiscal year, there were 10 meetings of our Board of Directors. All directors attended 75% or more of the aggregate number of meetings of the Board and applicable committee meetings, and all directors attended the last annual meeting of shareholders.

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

14

The standing committees of the Board of Directors include the audit, compensation and human resources, corporate governance and strategy committees. During fiscal year 2021, the Board delegated authority and responsibility for oversight of environmental, social and governance issues to the compensation and human resources, corporate governance and strategy committees as follows:

Compensation and human resources committee

Corporate governance committee

Strategy committee

Board evaluation process

How we evaluate our Board, committee and individual director performance

How we determine whether the Board has the right skills and experience

The corporate governance committee supports the Board in its development and maintenance of the Board succession plan. Each year, the corporate governance committee leads the Board in discussions regarding whether the Board possesses the appropriate mix of experiences, skills, attributes and tenure that it needs to provide oversight and direction in light of our Company’s current and future business environment and strategic direction, all with the objective of recommending a group of directors that can best continue our success and represent our shareholders’ interests. As part of this discussion, the committee seeks specific input from directors regarding the individual directors whose terms expire at the next annual meeting. The corporate governance committee and Board are committed to developing a diverse pool of potential candidates for future Board service and maintaining a diverse and well-rounded Board.

Spire Inc.  |  2021 Proxy Statement

15

Director onboarding and continuing education

In an effort to ensure that the directors possess the necessary and appropriate skills and knowledge, all incoming directors participate in the Company’s orientation for new directors, and the corporate governance committee identifies educational programs on topics appropriate for public-company board members, which the directors are encouraged to attend. Additionally, management arranges for speakers during Board and committee meetings to address timely topics, such as audit, compensation and governance. During the Board’s annual strategy session, directors hear presentations from, and engage in discussions with, speakers on numerous strategic and educational topics.

The Board, under the guidance of Mr. Glotzbach, is currently in the process of documenting a long-term Board succession plan that encompasses Board structure, mandatory and potential director and senior officer retirements, the evolving strategy of the Company, and the current and future skills and attributes required for the Board to effectively perform its oversight role.

Board committees and their membership

The following chart shows the fiscal year 2021 membership of our Board committees, committee meetings and committee member attendance while serving on the committee.

Our Board has delegated certain of its responsibilities to committees to provide for more efficient Board operations and allow directors to engage in deeper analysis and oversight in specific areas. The members and committee chairs are appointed by the Board on recommendations from the corporate governance committee. The chair of each committee helps develop the agenda for that committee and updates the Board after each regular committee meeting and otherwise as appropriate. Each committee reviews its charter annually. The primary responsibilities and membership of each committee are below:

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

16

Spire Inc.  |  2021 Proxy Statement

17

Risk oversight

Management is responsible for assessing and managing risk exposures on a day-to-day basis, and the Board is responsible for overseeing the Company’s risk management. In its oversight role, the Board and its committees ensure that the Company promotes a risk-aware culture and decision-making process. More specifically, the Board has oversight responsibility for the Company’s overall business risk management process, which includes the identification, assessment, mitigation, and monitoring of key business risks on a companywide basis. The Board has delegated certain risk oversight responsibilities to its committees.

At the management level, the Company has an officer charged with overseeing the implementation of the enterprise risk management process at the Company. The officer’s efforts are supported by the Board of Directors, Leadership Council and several other leaders across the Company who guide the effort to develop, document and maintain risk mitigation plans. The officer also leads a risk committee that meets throughout the year to assist in identifying, prioritizing and monitoring risks. Because of the use of commodity-based derivatives by three of the Company’s subsidiaries, there is also a risk committee that focuses on the risks and exposures in the commodity-based derivatives markets. The senior leaders of the Company receive periodic updates on the activities of the risk committees, as well as prompt notice of events that may require immediate action by senior leaders.

Cybersecurity

Cybersecurity is a priority that is regularly addressed by the full Board with the relevant functional leaders of the Company, including in-person reports of the chief information officer and the managing director of information security at Board meetings. The full Board receives and discusses these reports, which focus on the cybersecurity program and related risks, and which provide an update on any events or occurrences. Management also provides updates to the Board between regular Board meetings to the extent events warrant. These updates and discussions enable the Board to oversee and manage the Company’s cybersecurity risks.

The Company’s cybersecurity program includes a process staffed by senior legal, technology, risk and security leaders to evaluate, escalate and communicate cybersecurity incidents. Management also conducts annual phishing exercises, security awareness training, external penetration testing and tabletop exercises and reviews metrics monthly.

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

18

Compensation risk assessment

During the past year, management, with oversight by the compensation and human resources committee, conducted a risk assessment of the Company’s compensation programs, policies and practices for its employees, including the Company’s executive compensation program and practices. This risk assessment included consideration of the mix and amount of compensation:

The assessment also considered the risk mitigation impact of stock ownership guidelines and retention requirements, Company stock trading and blackout policies, the use of multiple types of metrics, the caps set on incentive compensation, and the role of the compensation and human resources committee and its independent consultant. Management regularly assesses risks related to our compensation programs, including our executive compensation programs. At the compensation and human resources committee’s direction, its independent compensation consultant Semler Brossy and management provide ongoing information regarding compensation factors that could mitigate or encourage excessive risk-taking.

Management determined, and the committee agreed, that the risks relative to the Company’s compensation policies and practices would not result in a material adverse effect on the Company.

Director independence

The Board of Directors believes that a majority of the directors should be independent and determined that the following members were independent: Borer, Fogarty, Glotzbach, Hightman, Jones, Newberry, Schwartz, Stupp and Van Lokeren. Ms. Sitherwood, president and chief executive officer, is the only non-independent member of the Board. In determining the independence of directors, the Board found that none of the directors, other than Ms. Sitherwood, have any material relationship with the Company other than as a director. In making these determinations, the Board considers all facts and circumstances as well as certain prescribed standards of independence, which are included with our Corporate Governance Guidelines at www.SpireEnergy.com in the Investors/Governance section. The Director Independence Standards adopted by the Board largely reflect the New York Stock Exchange standards, except that our adopted standards provide that the Board need not consider material the provision of natural gas service to any director or immediate family member of the director or director-related company pursuant to the tariffed rates of the Company’s utilities.

The independent members of the Board meet in executive session at least quarterly, which sessions are led by Mr. Glotzbach, the current chair of the Board. Each quarter, the chair solicits from other Board members topics for discussion in those sessions. Topics include, from time to time, the performance of the chief executive officer, executive succession planning, executive compensation matters, Board succession planning and the Company’s strategy.

All of the members of the audit, compensation and human resources, and corporate governance committees are independent under our Director Independence Standards as well as under the standards of the New York Stock Exchange.

Corporate governance documents

Our key corporate governance documents include:

Spire Inc.  |  2021 Proxy Statement

19

All of these documents, other than the Policy Regarding the Approval of Independent Registered Public Accountant Provision of Audit and Non-Audit Services, are available at www.SpireEnergy.com in the Investors/ Governance section, and a copy of any of these documents will be sent to any shareholder upon request.

Corporate Governance Guidelines

The Board generally conducts itself in accordance with its Corporate Governance Guidelines. The guidelines, among other matters, provide:

Related Party Transaction Policy and Procedures

We have adopted a written Related Party Transaction Policy and Procedures, which is used by our corporate governance committee to determine whether to pre-approve transactions with our directors, executive officers, 5% or greater shareholders, and their immediate family members. The Board voted to remove the $100,000 threshold during fiscal 2021, so the corporate governance committee now reviews all transactions. Based on its consideration of all the relevant facts and circumstances, the committee will decide whether or not to approve the transaction and will approve only those transactions that it determines to be in the best interest of the Company. If the Company becomes aware of an existing transaction with a related party that has not been approved under the policy, the matter will be referred to the committee. The committee will evaluate all options available, including ratification, revision or termination of such transaction. The policy also includes certain transactions that are deemed pre-approved because they do not pose a significant risk of a conflict of interest. Such pre-approved transactions include the provision of natural gas service to any of the related parties by our utility subsidiaries in accordance with their respective tariffed rates and those transactions at such a level as not to be material to the Company or the related party.

There were no related party transactions in fiscal year 2021 requiring committee action.

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

20

Policy regarding the approval of independent registered public accountant provision of audit and non-audit services

Consistent with Securities and Exchange Commission (“SEC”) requirements regarding accountant independence, the audit committee recognizes the importance of maintaining the independence, in fact and appearance, of our independent registered public accountant. To this end, the audit committee adopted a policy to pre-approve all audit and permissible non-audit services provided by the independent accountant. Under the policy, the committee or its designated member must pre-approve services prior to commencement of the specified service. Any pre-approvals by the designated member between meetings will be reported to the audit committee at its next meeting. The requests for pre-approval are submitted to the audit committee or its designated member, as applicable, by both the independent accountant and the Company’s chief financial officer or designee and must include (a) a written description of the services to be provided in detail sufficient to enable the audit committee to make an informed decision with regard to each proposed service and (b) a joint statement as to whether, in their view, the request or application is consistent with the SEC’s and Public Company Accounting Oversight Board’s (“PCAOB”) rules on auditor independence. The pre-approval fee levels are established and reviewed by the audit committee periodically, primarily through a quarterly report provided to the audit committee by management. Any proposed services exceeding these levels require specific pre-approval by the audit committee. Generally, after review of the pre-approved services incurred each quarter, the audit committee resets the pre-approval dollar level. At each regularly scheduled audit committee meeting, the audit committee shall review the following:

Audit committee’s review of independent auditor

The audit committee is directly responsible for the appointment, oversight, qualification, independence, performance, compensation and retention of the Company’s independent registered public accounting firm, including audit fee negotiations and approval. An important element of this oversight is the lead client service partner’s quarterly meetings with Ms. Fogarty, the audit committee chair, and monthly meetings with Mr. Glotzbach, who serves on the audit committee and chairs the Board. Annually, the committee evaluates whether retaining Deloitte as the Company’s independent auditor for the upcoming year is in the best interest of Spire and its shareholders. As part of this analysis, the committee considers, among other factors:

The committee also factors in the relative costs, benefits, challenges, overall advisability and potential impact of selecting a different independent public accounting firm.

As part of its role in overseeing the external auditors, the committee is responsible for the selection of the Deloitte lead client service partner, and as required by law, ensures rotation of the lead partner every five years. At the beginning of the new lead partner selection process, Deloitte provides a list of candidates to members of senior management, who, in turn, evaluate and interview the candidates and submit a recommendation to the committee. The committee considers senior management’s recommendations and those of Deloitte leadership; evaluates the qualifications, strengths and weaknesses of the candidates; and selects the lead client service partner.

Spire Inc.  |  2021 Proxy Statement

21

Other key governance policies and practices

Plurality voting

The Spire Board amended the Company’s bylaws in November 2021 to provide for plurality voting in the event the election of directors is contested.

Director resignation

The Board amended the Company’s bylaws in November 2021 to require that if a nominee for director who is an incumbent director is not elected and no successor has been elected at such meeting, the director must promptly tender his or her resignation to the Board of Directors. The corporate governance committee is required to make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken.

Board of Directors Succession Planning and Diversity Policy

The Board has adopted a written policy acknowledging the importance of diversity in its broadest sense in the boardroom as a driver of Board effectiveness. Diversity encompasses diversity of perspective, experience, background (including nationality), personality type, cognitive and personal strengths and other personal attributes, as well as diversity of gender, social and ethnic backgrounds.

During the past year, our Board’s succession planning efforts have focused primarily on the composition of our Board and its committees; the individual skill sets of current members and additional skills that could be beneficial for the Board and its committees in light of the Company’s strategy and emerging risks; upcoming retirements under our director retirement policy; our commitment to Board diversity; and strategies for identifying and recruiting new directors. Each director provided written input in response to a survey distributed by the corporate governance committee soliciting thoughts concerning the skills and attributes that the Board and individual directors should possess. The Board’s subsequent conversations and approach were informed by the results of this survey, our Company’s engagement with shareholders and other stakeholders as well as the Board’s annual self-evaluation and director nomination processes. Our Board is focused on balancing new perspectives and the experience of existing directors while undergoing an orderly transition of roles and responsibilities on the Board and its committees. The Board worked with a firm that helped it determine the skills and attributes that the Board should seek in new directors and identify and recruit candidates that possess the desired characteristics.

Management succession planning

A key responsibility of the CEO and the Board is ensuring that an effective process is in place to provide continuity of leadership over the long term at all levels in our Company. To that end, management has implemented a structured succession-planning program throughout Spire. Succession planning for the CEO and executive officers is directly overseen by the Board and the compensation and human resources committee, which conducts an annual review of the succession plans for our CEO and other executives and receives periodic updates on the plans. Our CEO and the compensation and human resources committee, in turn, review the succession plans annually with the full Board.

These succession plans reflect the Board’s belief that internal candidates for the CEO and other executive positions should be regularly identified and that diverse candidates should be developed for consideration when a transition is planned or necessary. Accordingly, management has identified internal candidates in various phases of development and has implemented development plans to ensure the candidates’ readiness. The development plans identify the candidates’ strengths and developmental opportunities, and the compensation and human resources committee receives periodic updates and regularly reviews the candidates’ progress. As part of the process, the Board engages with potential successors at Board meetings and in less formal settings

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

22

to allow directors to personally assess candidates. Although Spire prefers to develop successors from existing employees, to ensure selection of the best person for the role, the Company may recruit externally if doing so would better suit strategic needs.

The compensation and human resources committee believes that the Company’s succession planning process provides a good structure to ensure that the Company will have qualified successors for its executive officers. The Board has adopted a plan that establishes the process for addressing the unexpected absence of the CEO that may occur as a result of death, illness, disability or sudden departure. This plan also addresses the unexpected absence of key executive officers.

Recoupment

We have a policy that addresses recoupment of amounts from executive officers’ and other employees’ performance-based awards under the annual and equity incentive plans to the extent that they would have been materially less due to inaccurate financial statements, fraud or intentional, willful or gross misconduct.

Prohibition of hedging/pledging of stock

Our policy on the purchase and sale of securities prohibits executive officers and board members from: (1) entering into hedging transactions with respect to Company securities, including, without limitation, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities; and (2) holding Company stock in a margin account or pledging Company stock as collateral for a loan. Negative pledges are not prohibited by this policy.

Board engagement with management

On a monthly basis, Mr. Glotzbach, the chair of the Board, meets with our CEO and certain members of the management team, depending on the topics to be discussed. This is an opportunity for management to have timely conversations with the chair regarding key Company updates. The topics discussed typically include progress on strategic initiatives, leadership development and management succession planning, governance items and financial updates. After the meeting, Mr. Glotzbach prepares summary notes and shares them with the other directors to ensure they are up-to-date on significant developments. Mr. Glotzbach is also accessible to management on an as-needed basis between monthly meetings, exchanging text messages and emails and engaging in telephone conversations to provide guidance and oversight on key, time-sensitive issues. Committee chairs are similarly available to management on an as-needed basis.

Shareholder outreach

Our investor relations and corporate governance teams reach out to our largest institutional investors biannually, seeking their input and feedback regarding governance topics and our disclosure practices. This year we specifically requested feedback on our proxy statement and governance disclosures. We continue to seek input and guidance on our environmental, social and governance practices and disclosures, as well.

Spire Inc.  |  2021 Proxy Statement

23

Shareholder nominee recommendations and nominee qualifications

Shareholders who wish to recommend nominees to the corporate governance committee should make their submission to the committee by September 29 preceding the annual meeting by submitting it to:

Corporate Governance Committee Chair

c/o Spire Inc.

700 Market Street

St. Louis, MO 63101

Attn: Corporate Secretary

Candidates properly recommended by shareholders will be evaluated by the committee using the same criteria as applied to other candidates as described on page 12.

Correspondence with the Board

Those who desire to communicate with the independent directors should send correspondence addressed to:

Chair of the Board

c/o Spire Inc.

700 Market Street

St. Louis, MO 63101

Attn: Corporate Secretary

All appropriate correspondence is forwarded directly to the chair of the Board. The Company does not, however, forward spam, sales, marketing or mass mailing materials; product or service complaints or inquiries; new product or service suggestions; resumes and other forms of job inquiries; or surveys. However, any filtered information is available to any director upon request.

Directors’ compensation

The corporate governance committee periodically reviews director compensation relative to data of the Company’s comparator group provided by its independent consultant, which was Total Rewards Strategies during fiscal year 2021. The basic retainers and fees payable in fiscal year 2021 are set forth below. No retainers or fees are paid to directors who are executives or employees of the Company and its subsidiaries.

The amount and form of the annual Board retainer are fixed annually by vote of the Board. Each year, the corporate governance committee reviews peer and market research on amounts and structure of board of director fees and makes a recommendation to the Board regarding the amount and structure of the Board fees. Since February 1, 2019, the annual retainer has been $205,000, of which the cash portion is $95,000 and $110,000 is payable in shares of our common stock.

Beginning February 1, 2022, the annual retainer will increase to $220,000, of which the cash portion will be $100,000 and $120,000 will be payable in shares of our common stock. The number of shares is determined by dividing the total equity grant value by the closing stock price of our common stock on the grant date and rounding to the nearest ten shares. There are no additional meeting fees. The directors’ stock ownership requirement is six times the annual cash retainer. Also beginning February 1,

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

24

2022, the compensation and human resources committee chair retainer will be $15,000; the corporate governance committee chair retainer will be $13,000; and the strategy committee chair retainer will be $13,000.

The Company’s Deferred Income Plan (“DIP”) allows directors to elect to defer all or a portion of their annual fees and equity awards. If a director elects to defer all or a portion of the annual equity grant, the deferred portion is awarded as phantom shares and upon vesting an amount of money equal to the value of the shares at vesting is credited to the Company Stock Fund in the director’s DIP account. Dividends paid on deferred equity will be credited to the director’s DIP account to any fund instructed by the director other than the Company Stock Fund. Directors may not transfer deferred equity out of the Company Stock Fund until after he or she retires from the Board. Directors who elect to defer all or a portion of their annual Board fees may invest their deferred fees in any fund in the DIP other than the Company Stock Fund.

The Board has imposed a limit of $400,000 per director on the annual amount of the restricted stock retainer that could be approved by the Board for payment to independent directors. The table below discloses the compensation paid or earned by all those who served as Company directors in fiscal year 2021. Not included in the table is the Retirement Plan for Non-Employee Directors in which participation and benefits have been frozen since November 1, 2002. Under that plan, a non-employee director who had at least five years of service as a director of the Company or its predecessor as of November 1, 2002, qualified for an annual payment after retirement in an amount equal to the Board retainer at November 1, 2002 ($18,000), with such payments being made for the longer of 10 years or life. The only current director eligible for benefits under the plan is Ms. Van Lokeren.

Spire Inc.  |  2021 Proxy Statement

25

Beneficial ownership of Spire stock

The following table shows, as of November 1, 2021, the number of shares of our common and preferred stock beneficially owned by (i) each person known to the Company to be the beneficial owner of more than 5% of the Company’s common stock, (ii) each current director and director nominee, (iii) each named executive officer listed in the “Summary compensation table” and (iv) all directors, nominees and executive officers as a group.

Amount and nature of ownership

* Less than 1%.

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

26

The following table sets forth aggregate information regarding the Company’s equity compensation plan as of September 30, 2021.

Information on the above-referenced equity incentive plan is set forth in Note 3, Stock-Based Compensation, of the Notes to Consolidated Financial Statements in the 2021 10-K.

Spire Inc.  |  2021 Proxy Statement

27

Stock ownership guidelines and holding requirements for non-employee directors and executive officers

To provide a direct link between director, executive officer and shareholder interests, the Company adopted a stock ownership policy. The table below indicates the number of shares directors and executive officers are expected to own under the policy.

Directors must retain 90% and executive officers must retain 75% of the net shares awarded to them under Company plans until they meet the stock ownership requirements. All directors and executive officers are currently in compliance with the stock ownership policy.

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

28

Proposal 2: Advisory vote to approve the compensation of our named executive officers

As required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are seeking your approval of the Company’s compensation of the named executive officers as disclosed in this proxy statement. Although the vote on this proposal is advisory and nonbinding, the compensation and human resources committee and Board will review the results of the vote and consider the collective views of our shareholders in future determinations concerning our executive compensation program generally and the compensation of our named executive officers in particular.

As noted in the following Compensation Discussion and Analysis, the Company’s philosophy is to pay for performance by making compensation decisions based on what promotes our corporate strategy, creates shareholder value and remains equitable for the Company, its employees and its shareholders. In the process of making these decisions, we also consider the types and levels of compensation in the marketplace. We urge you to read the Compensation Discussion and Analysis section of this proxy statement, which discusses in more detail our compensation policies and procedures. Throughout the year, our compensation and human resources committee assesses our compensation programs to ensure they are consistent with our pay philosophy. In determining how to vote on this proposal, please consider our compensation governance and pay structure:

The Board of Directors is asking shareholders to support the Company’s named executive officer compensation as disclosed in this proxy statement. The compensation and human resources committee and the Board of Directors believe the compensation program effectively implements the Company’s compensation principles and policies, achieves the Company’s compensation objectives, and aligns the interests of the executives and shareholders. Accordingly, the Board asks shareholders to cast a nonbinding vote “FOR” the following resolution:

“RESOLVED, that the shareholders approve the compensation of the Company’s named executive officers as disclosed in this proxy statement for the annual meeting of shareholders, including the Compensation Discussion and Analysis, compensation tables and other related disclosures.”

Your Board of Directors recommends a vote “FOR” advisory approval of the compensation of our named executive officers.

Spire Inc.  |  2021 Proxy Statement

29

Executive compensation

Compensation Discussion and Analysis (“CD&A”)

This CD&A contains a detailed description of the Company’s executive compensation program, including our compensation philosophy, the elements of compensation that we provide to our named executive officers (“NEOs”), the process that is undertaken to determine awards of compensation and the actual compensation provided to our NEOs in fiscal year 2021.

Our named executive officers

The Company’s NEOs for fiscal year 2021 were:

Suzanne Sitherwood		Steven P. Rasche		Steven L. Lindsey		Mark C. Darrell		Michael C. Geiselhart
President and Chief Executive Officer		Executive Vice President, Chief Financial Officer		Executive Vice President, Chief Operating Officer		Senior Vice President, Chief Legal and Compliance Officer		Senior Vice President, Chief Strategy and Corporate Development Officer

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

30

Executive summary

2021 Company performance

The compensation and human resources committee (“Committee”) believes that the actions taken by the Company’s chief executive officer (“CEO”) and management team throughout fiscal year 2021 positively impacted the Company’s results and positioned the Company for continued success. Please see the discussion of Spire’s fiscal year 2021 corporate performance on page 5 for more information about the record financial results that affected compensation decisions for fiscal year 2021. Similar to fiscal year 2020, the Committee determined that no adjustments to executive compensation were needed in relation to the COVID-19 pandemic.

Alignment of pay and performance

The graph below evidences the Company’s commitment to the pay-for-performance philosophy as it compares the Company’s basic net economic earnings per share to the amounts earned by the NEOs under the Annual Incentive Plan (“AIP”). Given that Mr. Geiselhart became an NEO for the first time for fiscal year 2017, the graph excludes his AIP amounts for the performance periods prior to such dates. However, the graph reflects AIP amounts for the NEO that preceded him in fiscal year 2016.

Basic net economic earnings per share is the key metric used to determine funding under the Company’s AIP. It is calculated like GAAP basic earnings per share except net income is replaced by net economic earnings and the weighted average shares outstanding are adjusted to exclude the impact, in the fiscal year of issuance, of shares issued to finance acquisitions that were not yet included in net economic earnings. Further explanation of net economic earnings is provided on page 37 of this proxy statement.

The Company also emphasizes pay for performance by placing a majority of the NEOs’ target total direct compensation (“TTDC”) at risk through the annual and long-term incentive plans. TTDC includes base salary as of the end of fiscal year 2021, the 2021 target AIP opportunity and the market value (target shares multiplied by grant date fair value) of awards granted under the 2015 Equity Incentive Plan (“EIP”) during fiscal year 2021. Furthermore, the value of the equity incentive award, the largest portion of incentive pay, is based on the Company’s long-term performance. The graph to the right shows the mix of fixed (base pay) and at-risk (annual and long-term incentive) pay.

Spire Inc.  |  2021 Proxy Statement

31

Compensation overview and philosophy

The Committee establishes the executive compensation philosophy and assists the Board in the development and oversight of all aspects of executive compensation.

Our pay-for-performance compensation philosophy promotes our corporate strategy and creates shareholder value, while remaining equitable for the Company, its executives and its shareholders. The Committee believes that its compensation practices reflect a responsible pay-for-performance culture. The Committee seeks to deliver a total compensation package that balances short-term and longer-term compensation opportunities to ensure that the Company meets short-term objectives while continuing to create value for its shareholders over the long term.

The Committee also promotes a competitive compensation program to attract, motivate and retain key executives. Each year, the Committee reviews the Company’s pay program for its executive officers to evaluate total compensation relative to the Company’s peer group. The Company’s compensation philosophy is to target total compensation in the median range of peer comparator data, with actual pay dependent on Company results and the executive’s performance, skills and experience.

The Committee considered the results of the advisory “say-on-pay” proposal in January 2021 when making compensation decisions. A majority (96.45%) of the votes cast approved the compensation program described in the Company’s 2020 proxy statement. The considered judgment of the Committee, which included taking into account the support from the shareholder vote, was that no significant changes to the executive compensation program were warranted.

Best practices in executive compensation

Our executive compensation program reflects the following best practices, which ensure effective compensation governance and align the interests of our shareholders and executives.

What we do
	Executive annual incentive plan (AIP) awards are capped at 150% of target
	Total grant value under the equity incentive plan (EIP) is capped at 200% of target
	A majority (75%) of long-term incentive compensation (shares and value) is performance-contingent
	Time-based equity awards are granted with a three-year cliff vesting schedule
	Non-vested equity awards are not accelerated after a change in control unless the executive is terminated, or the award is not assumed or substituted by the successor company (i.e., double trigger)
	Executives and directors are subject to stock ownership guidelines and retention requirements
	Our executive severance program standardizes severance benefits and limits benefit triggers to termination by the Company without cause or the participant’s resignation for good reason
	Our recoupment policy applies to all executive officers for performance-contingent awards made under the AIP and EIP

What we don’t do
	No employment agreements with executives
	No excise tax gross-ups for executives
	No dividends on performance-contingent stock awards prior to vesting
	No hedging or pledging of Company stock
	No excessive perquisites for executives

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

32

Components of executive compensation

The table below provides the components and objectives of the Company’s executive compensation program.

After reviewing market and peer group data, as well as additional analysis provided by the Committee’s independent compensation consultant, and considering the role, experience and expertise of each executive officer, the Committee determines the appropriate balance among the components of executive compensation in the total compensation package. Generally, the Committee determines whether to make certain market adjustments to base salaries and sets target opportunities under the annual and long-term incentive programs that, when combined, produce TTDC that is consistent with the Company’s compensation philosophy.

Spire Inc.  |  2021 Proxy Statement

33

Summary of 2021 compensation decisions for NEOs

Below is a summary of the pay actions that were taken for the Company’s NEOs in fiscal year 2021, as well as a description of their individual achievements that formed the basis of the individual performance metric for their annual incentive awards.

Suzanne Sitherwood | President and Chief Executive Officer

Age: 61   Spire experience: 10 years		Individual performance:   •   Led the Company to deliver record earnings growth •   Oversaw Spire’s various gas distribution businesses in a very successful year, meeting demand and generating net income, contributing to basic net economic earnings per share of $4.87 •   Provided leadership through unprecedented challenges and opportunities throughout the fiscal year in connection with events such as Winter Storm Uri, legal challenges to the Spire STL Pipeline and the Missouri rate case •   Oversaw the development of the Company’s advanced strategy initiative and the successful development of four targeted projects to support that initiative •   Developed growth strategies for the Company that were presented to the Board in 2021 •   Led Spire’s efforts to proactively address market forces shaping and changing the natural gas industry
Base salary: The salary for Ms. Sitherwood remained at $925,000 for fiscal year 2021.   Annual incentive: Ms. Sitherwood received an annual incentive award of $1,318,125, representing a 143% payout against target. Ms. Sitherwood’s annual incentive target remained at 100% of base salary for fiscal year 2021.   Long-term incentive: Ms. Sitherwood received a long-term incentive grant in November 2020 valued at $2,847,634, split into 75% PCSUs and 25% TBRSs.

Steven P. Rasche | Executive Vice President, Chief Financial Officer

Age: 61   Spire experience: 12 years		Individual performance:   •   Raised $880M of capital to support investment, growth and liquidity in a very volatile market •   Provided financial leadership on Missouri rate case •   Directly supported Spire Marketing and gas supply teams during Winter Storm Uri, focused on serving customers, maintaining liquidity and financial strength while optimizing value •   Supported successful implementation of Spire One – Project II •   Provided significant support for Spire STL Pipeline vacatur and FERC actions, including financial support as well as communications to investors and capital markets •   Successfully raised awareness about Spire’s supplier diversity efforts
Base salary: The salary for Mr. Rasche remained at $457,000 for fiscal year 2021.   Annual incentive: Mr. Rasche received an annual incentive award of $383,880, representing an 140% payout against target. Mr. Rasche’s annual incentive target remained at 60% of base salary for fiscal year 2021.   Long-term incentive: Mr. Rasche received a long-term incentive grant in November 2020 valued at $636,550, split into 75% PCSUs and 25% TBRSs.

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

34

Steven L. Lindsey | Executive Vice President, Chief Operating Officer

Age: 55   Spire experience: 9 years		Individual performance:   •   Drove the Company to exceed employee safety metric targets by 30% •   Led Company to set historical Spire records for new meter additions and new business capital •   Oversaw continued expansion of Spire’s service territory in Missouri and Alabama •   Led gas utilities, Spire STL Pipeline and Spire Storage business units to exceed financial targets and meet capital plans •   Continued leadership role overseeing ongoing pandemic response, as well as Spire’s Natural Gas Champions program •   Oversaw initial deployment of ultrasonic meters at gas utilities •   Assumed leadership role in Spire STL Pipeline certificate challenge, Missouri rate case, Alabama RSE renewal and Spire environmental initiatives •   Achieved 33% year-over-year reduction of leaks per 1,000 system miles across all utilities, and achieved year-over-year improvement in overall damage rates •   Oversaw successful implementation of multiple IT systems to ensure all utilities are operating on common platforms
Base salary: The salary for Mr. Lindsey remained at $535,000 for fiscal year 2021.   Annual incentive: Mr. Lindsey received an annual incentive award of $569,775, representing a 142% payout against target. Mr. Lindsey’s annual incentive target remained at 75% of base salary for fiscal year 2021.   Long-term incentive: Mr. Lindsey received a long-term incentive grant in November 2020 valued at $939,315, split into 75% PCSUs and 25% TBRSs.

Mark C. Darrell | Senior Vice President, Chief Legal and Compliance Officer

Age: 63   Spire experience: 17 years		Individual performance:   •   Assumed leadership role in response to the legal challenges regarding the Spire STL Pipeline •   Supported legal team’s presentation and management of the Spire Missouri rate case •   Provided strong legal response to issues associated with the market failures that occurred resulting from Winter Storm Uri •   Obtained dismissal of pending complaint by U.S. Department of Housing & Urban Development against Spire Gulf •   Oversaw resolution of compliance review of Spire Alabama’s P-Rate program, including closure of the self-report to FERC without penalty •   Continued to support COVID-19 corporate response to ensure that protocols provide adequate safety to employees and allow continued business operations while avoiding significant litigation exposure
Base salary: The salary for Mr. Darrell remained at $412,000 for fiscal year 2021.   Annual incentive: Mr. Darrell received an annual incentive award of $285,825, representing a 139% payout against target. Mr. Darrell’s annual incentive target remained at 50% of base salary for fiscal year 2021.   Long-term incentive: Mr. Darrell received a long-term incentive grant in November 2020 valued at $496,708, split into 75% PCSUs and 25% TBRSs.

Spire Inc.  |  2021 Proxy Statement

35

Michael C. Geiselhart | Senior Vice President, Chief Strategy and Corporate Development Officer

Age: 62   Spire experience: 15 years		Individual performance:   •   Evaluated five potential utility acquisitions, participated significantly in three formal sale processes and completed extensive diligence and a binding bid on one acquisition opportunity •   Led diligence and closed investment in Energy Capital Ventures, including negotiating a limited partner agreement •   Developed potential enterprise-level growth strategies for the Company that were presented to the Board in 2021 •   Helped to identify and define the Company’s advanced strategy initiative, and led the Strategic Resource Plan project •   Led research into renewable natural gas and developed an enterprise-wide strategy for the Company to pursue renewable natural gas opportunities •   Supported development of planning model for Missouri utility and FERC certificate process •   Conducted successful sale of the Company’s compressed natural gas fueling station in Greer, South Carolina
Base salary: The salary for Mr. Geiselhart remained $412,000 for fiscal year 2021.   Annual incentive: Mr. Geiselhart received an annual incentive award of $285,825, representing a 139% payout against target. Mr. Geiselhart’s annual incentive target remained at 50% of base salary for fiscal year 2021.   Long-term incentive: Mr. Geiselhart received a long-term incentive grant in November 2020 valued at $474,269, split into 75% PCSUs and 25% TBRSs.

Comparison of total direct compensation from FY20 to FY21

Below is a comparison of total direct compensation for each NEO from fiscal year 2020 to fiscal year 2021. None of our NEOs received increases in base salary or target annual incentive opportunity in fiscal year 2021. The significant increase in total direct compensation for fiscal year 2021 is related to higher payouts in the annual and long-term incentive plans, which is largely driven by the significant earnings achieved this year.

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

36

Analysis of 2021 compensation decisions and actions

Base salary

In November 2020, the Committee decided to hold NEO salaries stable for fiscal year 2021. The salaries for the NEOs are detailed previously in the “Summary of 2021 compensation decisions for NEOs” section. The Committee believed that these salaries continued to reflect the NEOs’ contributions to successful business growth while maintaining a focus within the NEOs’ functional areas. The Committee determined it was appropriate to not grant salary increases for NEOs for fiscal year 2021 based on corporate performance in fiscal year 2020.

Annual incentive compensation

At the beginning of each fiscal year, the Board reviews and sets key performance metrics for the AIP based on the Company’s business and strategic plan for the upcoming year. Actual payments to executives are then based on the Company’s fiscal year results as well as the executive’s individual performance. For AIP awards beginning in fiscal year 2022, a safety metric will be added to the plan design. The Committee, in collaboration with management, sets the targets for the corporate metric described below, based on an analysis of prior years’ performance and a focus on achieving growth in future years. Individual objectives are set for each NEO, with such objectives relating to the executive’s functional area of responsibility and aligning with corporate strategy.

Progress on the AIP metrics is reviewed periodically during the year, and the Committee reviews the final results shortly after the end of the fiscal year but awaits the audit certification before approving the final payouts. Some discretionary adjustments may be applied, where appropriate, and there are instances where individual objectives may be modified during the year. No discretionary adjustments were applied in fiscal year 2021.

The following chart sets forth the 2021 AIP targets as a percentage of base salary and the weightings of the corporate and individual metrics for each NEO:

Corporate metric

The corporate metric used in determining the AIP awards is a measure of the Company’s financial success for the fiscal year. The metric used is basic net economic earnings per share (“NEEPS”). Net economic earnings exclude from net income the after-tax impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisitions, divestiture and restructuring activities, and the largely non-cash impacts of impairments and other non-recurring or unusual items, such as certain regulatory, legislative or GAAP standard-setting actions.

The Committee and management believe that excluding these items provides a useful representation of the economic impact of actual settled transactions and overall results of ongoing operations. These internal non-GAAP operating metrics should not be considered as an alternative to, or more meaningful than, GAAP measures. More information regarding net economic earnings can be found in the 2021 10-K in the Non-GAAP Measures section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations. The table below shows the levels of threshold, target and high performance for the corporate metric for fiscal year 2021, which represent an increase over such levels for fiscal year 2020.

Spire Inc.  |  2021 Proxy Statement

37

Individual performance metric

Individual performance measures are generally subjective and relate to the manner in which the executive accomplishes the individual objectives set for that executive during the year. This allows for assessment of the executive’s leadership role in furthering the values and culture of the Company as well as contributing to its long-term success. The individual performance metric results for each NEO were based on the achievements identified previously in the “Summary of 2021 compensation decisions for NEOs” section.

Fiscal year 2021 AIP results

After evaluating the performance of the Company and the NEOs in fiscal year 2021, the Committee approved annual incentive awards. These AIP awards reflected that the NEOs showed strong leadership to strategically operate the business during a fiscal year that presented significant challenges. The leadership team produced record financial results and demonstrated progress in the areas of safety, organic growth, and innovation, even in the face of unprecedented regulatory challenges and a global pandemic. As a result of the performance on the metrics described herein, the NEOs earned the following amounts under the AIP.

Long-term incentive compensation

The Committee approves equity grants with approximately 75% of the value of long-term incentives being awarded in performance-contingent stock units (“PCSUs”) and approximately 25% of the value being awarded in time-based restricted shares (“TBRSs”). The Committee bases the size of equity awards on its assessment of a market-based analysis of TTDC for each NEO, as further discussed in the “Competitive market compensation analysis” section herein.

The threshold, target, and high-performance levels set for EIP grants are considered to be confidential and competitive information, particularly to the extent the performance targets relate to projected Company financial data and strategy, neither of which the Company publicly discloses. The Committee believes that targeted levels of performance for the EIP grants are challenging and will not be achieved all of the time. The high-performance level will be difficult to achieve and will require exceptional performance. The following chart shows the vesting levels for prior fiscal years as a percentage of target.

With regard to the Committee’s certification of performance, the Committee, which is comprised solely of independent directors, reviews and discusses the calculations of the metrics to verify compliance with the terms of the awards that were set at the time the awards were granted, and determines the level of performance achieved and the number of shares earned. The Committee then approves a resolution that reflects the Committee’s determinations. The PCSUs will vest only upon the Committee’s certification as to performance.

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

38

Grants made in fiscal year 2021

On November 11, 2020, the Committee authorized the grants of TBRSs (“2021 TBRSs”) and PCSUs (“2021 PCSUs”) to 28 officers, including all of the NEOs. The grants were made on November 23, 2020. Both the 2021 TBRSs and the 2021 PCSUs are included in the “Grants of plan-based awards” table in this proxy statement. The fair market value of these grants is included in the “Summary of 2021 compensation decisions for NEOs” section and is also found in the “Stock awards” column of the “Summary compensation table.”

The 2021 TBRSs fully vest on the third anniversary of the grant date if the recipient remains continually employed with the Company through that date. Quarterly dividends are paid on TBRSs during the vesting period.

The 2021 PCSUs consist of stock units that become eligible to vest following the end of the applicable three-year performance period, but only in the event the Company’s average NEEPS over the performance period exceeds the annualized declared dividend per share for the common stock as of the award date (“Dividend Related Earnings”). If the Dividend Related Earnings metric is not met, the units and related dividend equivalents are forfeited. If the Company meets the Dividend Related Earnings metric, the actual number of units that vest is determined by the Committee based on the factors described below.

The number of 2021 PCSUs that vest is determined based on the average NEEPS over fiscal years 2021-2023 and a Total Shareholder Return (“TSR”) metric that compares the Company’s TSR performance to its peer group (described herein on pages 43-44), with these metrics each weighted at 50%. These metrics may be achieved at threshold, target or high-performance levels, as evaluated by the Committee.

Performance under the NEEPS metric is measured by calculating the three-year average of the Company’s NEEPS. In the first year of the performance period, NEEPS was $4.87 on a non-diluted basis. NEEPS for fiscal years 2022 and 2023 will be added to the 2021 NEEPS amount for purposes of calculating the three-year average NEEPS to determine if performance at any level has been achieved.

The level of achievement with respect to the TSR metric for the 2021 PCSUs is measured based on Spire’s rank among its peer group, determined as a percentile among the group that corresponds with various levels of performance as reflected below.

With respect to each of the two metrics that determine the number of PCSUs to vest, the “threshold” performance level produces vesting of 50% of the target level of stock units. The “target” performance level produces vesting of 100% of the target level of stock units, and the “high” performance level produces vesting of 200% of the target level of stock units.

Dividend equivalents on PCSUs accrue throughout the performance period and will only be paid to the participants in proportion to the number of shares actually earned at vesting. No interest is paid on the accrued dividend equivalents.

Grants that vested in 2021

On November 7, 2018, the Committee authorized the grant of TBRSs and PCSUs to 29 current officers, including all NEOs. The grants were made on November 14, 2018. These awards vested on November 14, 2021.

The PCSUs were granted for the performance period of fiscal years 2019-2021. The vesting of those awards was based upon the three-year average NEEPS metric and the three-year relative TSR metric determined using the peer group in place at the time of grant. Additional information about the peer group can be found herein at pages 43-44. TSR for the Company and peer group was calculated as follows:

Spire Inc.  |  2021 Proxy Statement

39

Total share value at the end of the performance period is calculated as the average share price for the last 20 trading days of the performance period ending September 30, 2021, plus the value of reinvested dividends. Average share price immediately prior to the grant is calculated using the average share price for the last 20 trading days immediately prior to September 30, 2018.

In reviewing the Company’s performance over the period and in accordance with the terms of the EIP, the Committee evaluated the NEEPS metric by averaging the NEEPS for each of fiscal years 2019, 2020 and 2021. The metrics and actual performance for the 2018 PCSUs were as follows:

On November 10, 2021, the Committee certified these performance outcomes, resulting in a total of 50,776 PCSUs vesting (representing 121% of target) for the NEOs. A total of 13,970 TBRSs also vested for the NEOs over the last year. The table to the right shows the number of PCSUs and TBRSs that vested for each NEO.

Executive compensation governance

Roles in executive compensation

The Committee implements and administers the Company’s compensation philosophy and engages an independent compensation consultant to provide market reference perspective and to serve as an advisor. The compensation consultant serves at the request of, and reports directly to, the Committee and does not perform other significant services for the Company.

In fiscal year 2021, the Committee continued its retention of Semler Brossy Consulting Group LLC (“Semler Brossy”) to serve as its consultant. Semler Brossy is an independent firm, providing executive compensation consulting services to the Committee. Semler Brossy reports to the Committee and attends all Committee meetings either in person or by telephone.

The Committee determined that the compensation consultant is independent, and its work has not raised any conflicts of interest.

While the Committee receives advice on executive compensation from its compensation consultant, the Committee and the Board retain all decision-making authority to ensure that the decisions reflect the Company’s pay-for-performance philosophy.

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

40

The table below outlines the roles and responsibilities of the various parties in determining and deciding executive compensation.

Compensation and human resources committee actions in 2021

The Committee’s review of the Company’s executive pay practices has continued to improve the integrity of our pay-for-performance philosophy, align the interests of our executive officers and shareholders, and strengthen our governance commitment. In 2021, the Committee:

Spire Inc.  |  2021 Proxy Statement

41

Spire’s use of comparator data

Spire uses comparator data in its compensation process in multiple ways. Comparator data is used for evaluating and determining executive compensation levels, and a peer group that is reviewed and approved annually is used for purposes of the relative TSR metric under the EIP. The rationale for the use of this comparator data is described below.

Competitive market compensation analysis

Each year, the Committee evaluates certain comparator data when determining executive compensation levels to help ensure that compensation opportunities being delivered to our executive officers are competitive within the industry markets in which the Company competes for talent. Although the Committee reviews the data to see how the Company’s executive compensation levels compare to the median range of the Company’s comparator peer data set, decisions are not guided solely by such data, as the Committee’s focus is to make compensation decisions uniquely appropriate for the Company and the individual executive officer.

To assist the Committee in its annual market review of executive officer compensation, the independent compensation consultant prepares an analysis of the market competitiveness of compensation for each executive officer. The independent compensation consultant’s analysis includes a combination of survey and publicly available peer company pay information to establish competitive market rates for base salary and annual and long-term incentives for the executive officer positions. This allows the Committee to ensure its competitive market data is robust, reliable and objective on an ongoing basis.

In making compensation decisions, the Committee uses primary and secondary comparator data sets. The primary comparator data set is the WTW Survey, which is a proprietary third-party survey that included responses from 123 companies for the 2020 report. The specific identity of respondents for any given position is not provided to the Company. Because of the large variance in size among participating companies within the survey, the independent compensation consultant conducts analyses, including regression, to adjust the compensation data for differences in revenue scope. These adjustments are necessary to allow for appropriate size comparisons between our Company and the participating companies in the survey. The WTW Survey is used as the primary data source for assessing the individual competitiveness of the executive officers’ pay because it is a more robust sample of data and allows for specific functional matches for each officer.

The secondary comparator data set used in making compensation decisions consists of specific utility companies also utilized in the TSR peer group discussed below. This secondary set of data is used to gauge affordability and the aggregate positioning of executive officer compensation. It also provides a secondary reference point and provides greater detail to the Committee on a company-by-company basis. For fiscal year 2021, these companies included Alliant Energy Corporation, Atmos Energy Corporation, Avista Corporation, Black Hills Corporation, New Jersey Resources Corporation, NiSource Inc., NorthWestern Corporation, Northwest Natural Gas Company, ONE Gas, Inc., South Jersey Industries, Inc., and Southwest Gas Corporation.

For each executive, the Committee determines whether target total compensation is sufficient to retain and motivate the executive. If adjustments are needed to create greater alignment with the Company’s compensation philosophy, or to reflect unique circumstances at the Company, the Committee evaluates each component of compensation (base salary, annual incentive and long-term incentive targets) to determine

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

42

where such adjustments may be required. In addition, the Committee considers other subjective factors in its compensation decisions, such as individual performance, experience, future potential and expertise.

TSR peer group

Annually, the independent compensation consultant, along with the Company’s finance leadership, reviews our peer group members and recommends a group composition that considers industry-appropriateness, business size and changes necessitated due to acquisitions and divestitures. This peer group is used to evaluate the relative TSR metric for vesting of PCSUs. The table below shows our TSR peer group for fiscal year 2021, as well as a comparison of peer group members for fiscal years 2018-2021.

TSR has historically been determined by benchmarking the Company’s performance against a specific set of gas utility peer companies. Over time, there has been a reduction in the numbers of peers in the peer set due to the consolidating nature of the natural gas industry. Accordingly, in November 2018, the Committee determined that the peer group used to evaluate the relative TSR metric should be expanded to provide a more accurate and stable pool of companies to be used for comparison.

The text in orange below signifies companies that have been added to the peer group each year, and the text in purple below shows companies that have been removed from the peer group each year. These changes to the peer group are taken into account by the Committee at the time of vesting. For fiscal year 2021, the peer group includes the public companies that participated in the 2020 WTW Survey and have annual revenues of $1 billion to $6 billion, as well as any legacy peer group companies that did not participate in the 2020 WTW Survey. The Committee believed that this peer group is an appropriate range of companies against which the Company’s success can be accurately measured.

Spire Inc.  |  2021 Proxy Statement

43

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

44

Severance and change in control

The Company believes it is important to provide officers certain compensation in the event of a termination after a change in control, particularly since it does not enter into employment agreements. In addition to the payments described below, the annual and long-term incentive benefits payable to the NEOs upon termination with or without a change in control are described in the “Potential payments upon termination or change in control” section later in this proxy statement.

Executive Severance Plan

Ms. Sitherwood and Mr. Lindsey participate in the Company’s Executive Severance Plan. The Executive Severance Plan provides for a severance benefit if a participant’s employment is terminated by the Company without cause or by the participant for good reason (such terms being defined in the plan). No payment will be made in connection with a termination of employment due to a participant’s death or disability.

The severance benefit is a lump-sum payment equal to the participant’s applicable percentage (200% for Ms. Sitherwood and 100% for Mr. Lindsey) of the participant’s base salary, plus a cash payment equal to the estimated cost of continued medical, dental and vision benefits for a period of 24 months for Ms. Sitherwood and 12 months for Mr. Lindsey.

In the event of a qualifying termination following a change in control, the severance benefit will be a lump-sum payment equal to the participant’s applicable percentage (300% for Ms. Sitherwood and 200% for Mr. Lindsey) of the participant’s base salary plus the participant’s AIP target, plus a cash payment equal to the estimated cost of continued medical, dental and vision benefits for a period of 36 months for Ms. Sitherwood and 24 months for Mr. Lindsey.

The plan defines a change in control as (i) one or more persons acquiring 30% or more of the Company’s outstanding shares; (ii) replacement of a majority of the Board by individuals whose nominations were not approved by a majority of the Board; (iii) consummation of a reorganization, merger or consolidation that results in the Company’s shareholders no longer owning more than 50% of the voting power of the surviving entity’s outstanding securities; or (iv) a liquidation or dissolution of the Company, or a sale of at least 80% of the Company’s assets.

A participant must sign a Confidentiality, Non-Disparagement, Non-Competition and Non-Solicitation Agreement and must execute a release in order to receive a payment under the Executive Severance Plan.

Management Continuity Protection Plan

The Management Continuity Protection Plan (“MCPP”) was adopted in 1991 and was most recently restated in 2005. Effective January 1, 2015, no new participants will enter the MCPP.

Of the NEOs, Messrs. Rasche, Darrell and Geiselhart were covered by the MCPP at fiscal year-end. The MCPP provides for the payment of benefits to officers on certain termination events after a change in control, which is defined as occurring when a person acquires more than 50% of the voting power of securities of the Company or if a person acquires between 30% and 50% of the voting power and the Board determines that a de facto change in control has occurred.

The MCPP provides for a lump-sum payment in an amount equal to the average W-2 compensation paid to a participant for the five-year period immediately preceding cessation of employment, multiplied by 2.99 for an executive vice president or 2.00 for the other officers.

The MCPP does not provide benefit payments to those participants who have reached normal retirement age of 65 and provides no benefits if the officer is terminated for cause. The MCPP limits the amount of the benefit payable to an amount equal to the participant’s average monthly compensation for the five-year period immediately preceding the cessation of employment multiplied by the number of months until the date the participant would reach normal retirement age of 65.

If, after a change in control, a participant in the MCPP is terminated other than for cause, resigns or retires within 54 months in the case of any executive vice president, or within 42 months in the case of all other officers, then the participant is entitled to the lump-sum amount described above. However, the amount is reduced for each month the participant remains employed by the Company starting with the seventh month after the change in control. The amount of the reduction is 1/48 per month for an executive vice president and 1/36 per month for all other officers.

Spire Inc.  |  2021 Proxy Statement

45

Other Company-provided benefits

The Company believes retirement, health and welfare benefits serve an important role in the total compensation and benefits package offered to employees to assist in attracting and retaining key talent. The Company provides both Company-paid and voluntary health and welfare programs. The programs are reviewed periodically pursuant to the Company’s intent to be competitive within the industry in terms of total compensation.

Retirement plans

The Company offers its employees a defined contribution 401(k) plan that provides a Company match for all employees, including the NEOs. All of the NEOs participated in the Spire Employee Savings Plan in fiscal year 2021.

The NEOs also participate in a qualified defined benefit retirement plan sponsored by Spire Missouri Inc. for its employees. Spire Missouri Inc. also provides NEOs with non-qualified supplemental retirement plan benefits. More details relative to these plans are included in the “Pension plan compensation” section later in this proxy statement.

Life insurance

The Company provides a life insurance benefit for Ms. Sitherwood in an amount equal to $500,000 while employed by the Company, and the Company provides a life insurance benefit for Messrs. Rasche, Lindsey, Darrell and Geiselhart equal to 200% of base salary, subject to a maximum of $1,500,000 while employed by the Company. Following retirement, the Company provides a life insurance benefit equal to: 50% of the employee’s active life insurance benefit, subject to a maximum of $250,000, if under age 70; or 25% of the employee’s active life insurance benefit, subject to a maximum of $125,000, if age 70 or older. The costs for this coverage are included in the “All other compensation” column of the “Summary compensation table.”

Deferred income plans

Since 1986, the Company has offered its directors, officers and certain key employees the opportunity to defer income under deferred income plans. More details on the plans are provided in the “Non-qualified deferred compensation” section later in this proxy statement.

Perquisites

As a matter of business philosophy, the Company provides limited perquisites or personal benefits to executive officers (including the CEO). These limited perquisites include spousal travel to industry associations that encourage spousal attendance, and executive financial and tax planning. When an executive must relocate, perquisites may also include the payment of relocation expenses as well as the associated tax obligations.

Tax implications of the Committee’s compensation decisions

Section 162(m) of the Internal Revenue Code (“Code”) generally limits tax deductibility of compensation paid by a public company to its chief executive officer and certain other current and former executive officers in any year to $1 million in the year compensation becomes taxable to the executive.

The Committee has historically considered Section 162(m) in the design of incentive plans to preserve the corporate tax deductibility of compensation. However, in light of changes made to Section 162(m) for tax years beginning after December 31, 2017, compensation over $1 million paid to any NEO will be subject to a tax deduction disallowance under Section 162(m). The Committee recognizes that factors other than tax deductibility should be considered in determining the forms and levels of executive compensation most appropriate and in the best interests of the Company and its shareholders. Annually, the Committee reviews all compensation programs and payments, including the tax impact on the Company.

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

46

Accounting information

The Company accounts for equity incentive grants under FASB ASC Topic 718. The fair value of stock-based awards is estimated using the closing price of the Company’s common stock on the grant date or, for those with the total shareholder return modifier, using a Monte Carlo simulation model that assesses probabilities of various outcomes of market conditions. Each year, an independent third party runs the Monte Carlo simulation, which is subject to the audit procedures of the Company’s independent registered public accounting firm. During fiscal year 2021, the Company did not make any modifications to equity grants that resulted in a remeasurement of expense under the accounting rules.

Compensation and human resources committee report

The Committee has reviewed and discussed with Company management the CD&A section included in this proxy statement. Based on this review and discussion, the Committee recommended to the Board (and the Board has approved) that this CD&A be included in this proxy statement and incorporated by reference in the 2021 10-K.

Compensation and human resources committee

Mark A. Borer, Chair
Edward L. Glotzbach
John P. Stupp Jr.
Mary Ann Van Lokeren

Spire Inc.  |  2021 Proxy Statement

47

Executive compensation tables

Summary compensation table

The table that follows presents information about compensation for the Company’s NEOs for the last three completed fiscal years.

Salary

Salary includes amounts earned in each fiscal year. With regard to fiscal year 2021, the Committee determined at its November 2020 meeting that officer salaries would remain unchanged from fiscal year 2020 base salary levels. The amounts in this column also include any amounts of salary that the NEO may have deferred under the Spire Employee Savings Plan and the Spire Deferred Income Plan. Salary deferred under the Spire Deferred Income Plan also appears in the “Executive contributions in last FY” column of the “Non-qualified deferred compensation table” later in this proxy statement.

Bonus

The amounts in this column represent sign-on or discretionary bonuses. No such bonuses were made in fiscal year 2021. Amounts under the Company’s AIP are reported in the “Non-equity incentive plan compensation” column.

Stock awards

The amounts in this column represent the aggregate grant date fair value calculated using the provisions of FASB ASC Topic 718 exclusive of the estimate of forfeitures. For those stock awards subject to performance-based conditions, the value reflects the probable outcome as of the grant date.

Non-equity incentive plan compensation

This column includes incentive payments earned by the NEOs under the AIP. Further details relative to the AIP can be found in the CD&A.

Change in pension value and non-qualified deferred compensation earnings

This column includes the aggregate change in the actuarial present value of the NEOs’ accumulated benefits under the Spire Missouri Employees’ Retirement Plan and the supplemental retirement plans, as well as the above-market or preferential earnings in fiscal year 2021 on deferrals in the deferred income plans.

www.SpireEnergy.com

Spire Inc.  |  2021 Proxy Statement

48

Summary compensation table

Spire Inc.  |  2021 Proxy Statement

49

Grants of plan-based awards

The plans under which grants in the table below were made are generally described in the CD&A in the “Annual incentive compensation” and “Long-term incentive compensation” sections.

Under the AIP, performance metrics and potential targets for awards are typically approved in November, with the determinations of earned award amounts made the following November, based upon corporate and individual performance in the most recently completed fiscal year.

Equity awards are generally considered for grant in November each year, with the grant date occurring after the November Committee and Board meetings. Under the EIP, the Committee may grant performance-based awards, stock appreciation rights, stock options, shares of restricted stock or restricted stock units.