UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
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	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

SPIRE INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
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	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of contents

Dear fellow shareholders,

We are pleased to invite you to attend Spire’s 2025 Annual Shareholder Meeting, which is scheduled for Thursday, January 30, 2025, at 8:30 a.m., Central Standard Time. This year’s meeting will be held virtually and the accompanying proxy information outlines how to participate in the meeting as well as the matters that will be voted on at the meeting.

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 the Company for continued success in the future.

Fiscal year 2024 once again brought challenges and change, both at Spire and within the energy industry. We navigated these challenges to deliver value for our shareholders, achieving basic adjusted earnings of $4.14 per share. We also increased our annual dividend by 4.0%, making 2025 the 22^nd year in a row we have increased our dividend.

Effective October 1, 2023, Steven L. Lindsey became president and CEO, and joined the Board of Directors. Under Mr. Lindsey’s leadership, the Company has focused on growing our businesses organically, investing in infrastructure and driving continuous improvement. We have also worked to execute on our capital investment plan, which is centered on utility infrastructure upgrades and new business. At the core of what we do is a commitment to delivering reliable and affordable energy solutions for our customers.

In addition to management succession planning, the Board remains focused on its oversight responsibilities, with an emphasis on identification and mitigation of material risks, while further developing and overseeing implementation of the Company’s strategy. The Board remains committed to ensuring the Board is made up of directors who are independent, committed, capable, diverse, experienced and accountable to our shareholders. Accordingly, we added a new independent director to the Board in fiscal year 2024, who brings skills and experience in areas that the Board identified as priorities prior to the director search process.

We remain focused on advancing our sustainability efforts and disclosing information about our progress. Our 2023 Sustainability Report, released in June 2024, describes the progress the Company has made in achieving its sustainability goals and targets as well as our strategies to continue delivering on these goals. We invite you to review that report, which can be found on our website at SpireEnergy.com/Sustainability, for more information about these efforts.

Natural gas is a vital part of America’s energy future, so on behalf of the Board of Directors, thank you for your investment in Spire and for your continued support.

Sincerely,

Rob L. Jones
Chair of the Board
Spire Inc.

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Notice of
Annual Meeting
of Shareholders

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Proxy statement summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information 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’re inspired by our vision to make the breakthroughs today that will energize tomorrow.

As one of the largest publicly traded natural gas distribution companies in the country, 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. This commitment to serve 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 four values:

Spire’s fiscal year 2024 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, 2024, the Company reported consolidated net income of $250.9 million ($4.19 per diluted share), compared with $217.5 million ($3.85 per diluted share) in fiscal year 2023. The increase of $33.4 million was driven by higher Gas Utility income and growth in the Midstream segment, partially offset by less favorable results from Gas Marketing. Net income and earnings per share (“EPS”) are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Management also uses the non-GAAP measure of adjusted earnings and adjusted EPS when internally evaluating and reporting results of operations as discussed on page 29 of the Company’s Annual Report on Form 10-K for the year ended September 30, 2024. “Adjusted earnings” and “adjusted earnings per share” were formerly known as “net economic earnings” and “net economic earnings per share.” Adjusted earnings for fiscal year 2024 was $247.4 million ($4.13 per diluted share), up from $228.1 million ($4.05 per diluted share) for fiscal year 2023. The incremental $19.3 million reflects the same drivers noted above as adjusted to remove fair value and timing adjustments, as well as acquisition and restructuring activities. The results are discussed further beginning on page 30 of the 2024 Annual Report on Form 10-K.

www.SpireEnergy.com

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Our 2024 results

Executive compensation

The Company is committed to its pay-for-performance philosophy, which we believe is closely aligned with shareholder interests by linking executive compensation to Company performance. The key metric used to determine funding under our annual incentive plan is adjusted operating income, and the metrics used to determine awards under our long-term incentive plan are average adjusted EPS and relative total shareholder return. The Company also emphasizes pay-for-performance by placing a majority 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 2024 target annual incentive plan opportunity and the fair market value of the equity awards made during fiscal year 2024. Further, the value of the equity incentive award, the largest portion of incentive pay, is based on long-term performance.

Sustainability

We issued our sixth annual Sustainability Report in June 2024, which continued to expand our disclosures on environmental, social and governance topics. We included reporting under the Sustainability Accounting Standards Board (SASB) standards and increased disclosures aligned with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations. We remain committed to enhancing our disclosures to create an even more robust and transparent view of our overall sustainability strategy and plans.

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In fiscal year 2024, management established a Sustainability Council comprised of a cross-functional team of senior leadership to oversee the Company’s sustainability efforts. The various committees of the Board of Directors continued formal oversight of management’s sustainability efforts in the areas of environmental; diversity, equity and inclusion; supplier diversity; and governance to ensure progress is being made on our sustainability commitments. The corporate governance committee remains responsible for overseeing and approving the Sustainability Report. The current Sustainability Report can be found on our website at SpireEnergy.com/Sustainability.

Annual meeting of shareholders

Time and date	Place	Record date
8:30 a.m. CST on Thursday, January 30, 2025 Check-in beginning 8:15 a.m. CST	Virtually at www.virtualshareholdermeeting.com/SR2025	December 4, 2024

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 three directors			FOR			9
Provide advisory vote to approve the compensation of our named executive officers			FOR			31
Approve the Spire 2025 Equity Incentive Plan			FOR			65
Ratification of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accountant for fiscal year 2025			FOR			72

www.SpireEnergy.com

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Nominees for election (page 9)

The following chart includes summary biographies 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		Sheri S. Cook		Vinny J. Ferrari		Maria V. Fogarty
Retired Chief Executive Officer and Board Member DCP Midstream Partners LP Age: 70 Director since: 2014 Committees:		Senior Vice President, Chief Administrative Officer Altec Inc. Age: 57 Director since: 2024 Committees:		Retired Chief Administrative Officer/ Chief Operating Officer Edward D. Jones & Co., LP Age: 64 Director since: 2023 Committees:		Retired Senior Vice President, Internal Audit and Compliance NextEra Energy, Inc. Age: 65 Director since: 2014 Committees:
Carrie J. Hightman		Rob L. Jones		Paul D. Koonce		Steven L. Lindsey
Nominee Retired Executive Vice President and Chief Legal Officer NiSource Inc. Age: 67 Director since: 2021 Committees:		Retired Co-Head Bank of America Merrill Lynch Commodities, Inc. Age: 66 Director since: 2016 Committees:		Nominee Retired Executive Vice President and Chief Executive Officer, Power Generation Group Dominion Energy, Inc. Age: 64 Director since: 2023 Committees:		President and Chief Executive Officer Spire Inc. Age: 58 Director since: 2023 Committees:
						Ï

Brenda D. Newberry		John P. Stupp Jr.
Nominee Retired Chairman of the Board The Newberry Group Age: 71 Director since: 2007 Committees:		Chairman, President and Chief Executive Officer Stupp Bros., Inc. Age: 74 Director since: 2005 Committees:

 

 Chair   Audit   Compensation and Human Resources   Corporate Governance   Strategy

 

 

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Advisory vote to approve the compensation of our named executive officers (page 31)

As we do every year, we are seeking shareholder advisory approval of the 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.

Approval of Spire 2025 Equity Incentive Plan (page 65)

We are asking our shareholders to approve our 2025 Equity Incentive Plan (the “Plan”), which is substantially similar in many respects to the 2015 Equity Incentive Plan (“2015 Plan”) that is currently in place. The purpose of the Plan is to promote the interests of the Company by granting awards to the directors, officers and employees of the Company and its subsidiaries in order to (a) attract and retain directors, officers and employees of outstanding ability; (b) provide an additional incentive to selected individuals to work to increase the value of the stock; and (c) provide each such individual with a stake in the future of the Company that corresponds to the stake of each of the Company’s shareholders. If approved, the Plan will be effective January 30, 2025 and will replace the 2015 Plan.

Ratification of appointment of independent registered public accountant (page 72)

We are asking shareholders to ratify the selection of Deloitte as our independent registered public accountant for fiscal year 2025. The table contains summary information with respect to Deloitte’s fees for services provided in fiscal years 2024 and 2023.

www.SpireEnergy.com

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Proposal 1: Election of directors

The Board of Directors is divided into three classes. Directors Hightman, Koonce and Newberry, whose terms will expire upon the election of directors at the meeting on January 30, 2025, have been nominated to stand for re-election for terms expiring upon the election of their successors in January 2028 or their earlier removal or resignation from office. The persons named as proxies intend to vote FOR the election of the three 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

Nominees for term expiring in 2028

Chair

Audit

Compensation and Human Resources

Corporate Governance

Strategy

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

Directors with terms expiring in 2026

Chair

Audit

Compensation and Human Resources

Corporate Governance

Strategy

www.SpireEnergy.com

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Directors with terms expiring in 2027

Chair

Audit

Compensation and Human Resources

Corporate Governance

Strategy

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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 possess 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 perspectives 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

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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; their independence; and other qualities and experiences that contribute to a diverse Board of Directors.

Skills, qualifications, and experience  signifies expert or highly proficient  signifies significant knowledge/experience through employment or board service

Leadership Leadership experience as CEO or other senior executive role guiding an organization, formulating and implementing corporate strategy and long-term planning

Energy Industry Experience in utility, energy and/or nuclear operations, including oil and gas marketing and midstream operations

Finance/Accounting Experience in accounting, finance and capital management, including understanding financial statements and operating results

M&A/Strategy Experience with developing and implementing business growth strategies, evaluating transactions and understanding integration plans

Regulatory/Government Experience in regulatory affairs, public policy or government, including highly regulated industries and their governing bodies

Corporate Governance Experience with governance and compliance practices, board management and succession planning, management accountability, and protecting shareholder and stakeholder interests

Audit/Risk Management Experience with identifying, overseeing and controlling business and financial risks, especially those risks that may impact operations and shareholder value

Cybersecurity/IT Experience managing cybersecurity and information security risks, and understanding the cybersecurity threat landscape

Environmental Experience overseeing or advising on environmental, climate or environmental sustainability practices, understanding and managing environmental policies and risks

Human Capital Management/Executive Compensation Experience in building and retaining talent in a competitive workforce, including exposure to compensation and benefits, and succession planning programs

Safety Experience monitoring and overseeing safety and physical security measures necessary to keep employees and the public safe

Customer Service Experience in a customer-facing industry, with an understanding of customer expectations and customer experience

Business Operations Experience with operational oversight of a business and the administrative and financial oversight that accompanies such a role

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Board tenure and demographics

Female

•

•

•

•

Male

•

•

•

•

•

•

White

•

•

•

•

•

•

•

•

Hispanic

•

Black or African American

•

Veteran

•

•

Disability

•

Tenure (# of years as of 12/1/24)

11

0

1

11

3

9

1

1

18

20

Age (as of 12/1/24)

70

57

64

65

67

66

64

58

71

74

Independent

•

•

•

•

•

•

•

•

•

www.SpireEnergy.com

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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. Jones is currently chair of the Board.

As chair, Mr. Jones 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.

Mr. Lindsey, as chief executive officer, focuses on setting the strategy for the Company, overseeing daily operations,

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developing our leaders and promoting employee engagement throughout the Company.

During fiscal year 2024, there were six 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 while they were directors. Ms. Cook was not appointed to the Board until April 2024, after which she attended all Board and committee meetings. Per Spire’s Corporate Governance Guidelines, all directors are expected to attend the annual meeting of shareholders. All directors attended the last annual meeting of shareholders other than Ms. Cook, who was not yet on the Board.

The standing committees of the Board of Directors include the audit, compensation and human resources, corporate governance and strategy committees.

Board evaluation process

How we evaluate our Board, committee and individual director performance

Conversations		Feedback shared		Feedback incorporated
In fiscal year 2024, Mr. Jones, the Board chair, conducted individual conference calls with each director during which they discussed the performance of: (1) the Board, (2) each committee on which the director serves, and (3) each of the other individual directors. Mr. Jones and each director also discussed what skills and attributes the Board should seek in future directors.		Mr. Jones compiled and summarized the results of the conversations. He shared feedback with each committee chair regarding the performance of the respective committees, and he met with each director privately to discuss the input he received regarding their individual performance. The entire Board, including Mr. Lindsey, discussed the feedback regarding the Board and the committees.		The corporate governance committee used the feedback about each director as a starting point for its conversation regarding which directors to nominate for reelection at the annual meeting. The directors agreed that this evaluation process allowed them to share their thoughts and input directly and transparently.

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 it needs to provide oversight and direction in light of the 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.

Through this process, the Board identified one candidate in fiscal year 2024 with skills that were deemed to be critical to the Board performing its oversight role, and this candidate, Sheri S. Cook, was appointed to the Board in April 2024. Ms. Cook brings valuable expertise in human resources, information technology, finance, and executive experience. 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.

Director onboarding and continuing education

In an effort to ensure the directors possess the necessary and appropriate skills and knowledge, all incoming directors participate in the Company’s orientation for new directors, which involves meetings between the new directors and leaders of various functional areas of the Company. The corporate governance committee also 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 new legal and regulatory requirements that apply to the Company and industry updates.

www.SpireEnergy.com

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The Board, under the guidance of Mr. Jones, has continued to develop 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 2024 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.

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Compensation and human resources committee

Corporate governance committee

Strategy committee

www.SpireEnergy.com

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Sustainability oversight

The Board has 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:

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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 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 and executive leadership, who guide the effort to develop, document and maintain risk mitigation plans. The enterprise risk oversight committee also 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 Spire Marketing risk committee that focuses on the risks and exposures in the commodity-based derivatives markets. 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 the Company.

Cybersecurity

Cybersecurity is a priority addressed by the full Board at every regular Board meeting with the relevant functional leaders of the Company, including in-person reports by the chief information officer and the managing director of information security. The Board receives and discusses these reports, which focus on the cybersecurity program and related risks, and provide an update on any cybersecurity 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

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Compensation risk assessment

Every year, management, with oversight by the compensation and human resources committee, conducts 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 includes consideration of the mix and amount of compensation:

The assessment also considers 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.

In fiscal year 2024, management determined, and the compensation and human resources 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 a majority of the directors should be independent and determined the following members are independent: Borer, Cook, Ferrari, Fogarty, Hightman, Jones, Koonce, Newberry and Stupp. Mr. Lindsey, the Company’s 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 Mr. Lindsey, 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 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 every regular Board meeting, which sessions are led by Mr. Jones, the current chair of the Board. Each quarter, the chair solicits from other Board members topics for discussion in those sessions. Topics include the performance of the chief executive officer, executive succession planning, executive compensation matters, Board succession planning and the Company’s strategy.

All 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.

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Corporate governance documents

Our key corporate governance documents include:

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

Our Related Party Transaction Policy and Procedures 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 corporate governance committee reviews all such transactions, regardless of amount. 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 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

www.SpireEnergy.com

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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 2024 requiring committee action.

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 (i) 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 (ii) 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 reviews 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 Mr. Jones, 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:

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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.

Other key governance policies and practices

Plurality voting

The Company’s bylaws provide for plurality voting in the event the election of directors is contested.

Director resignation

The Company’s bylaws 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; retirements under our director retirement policy; our commitment to Board diversity; and strategies for identifying and recruiting new directors. The Board also focused specifically on succession planning for the Board chair.

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 conducted a targeted director search in 2024 based on specific skills and experience that had been identified by the Board, and appointed Sheri S. Cook to the Board in April 2024. Ms. Cook brings extensive experience in human resources, finance, and executive leadership that the Board believes will complement and enhance the existing experience on the Board. In addition, she is located in Birmingham, Alabama, so she is able to bring important representation as a resident in our service territory.

www.SpireEnergy.com

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Management succession planning

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.

Similar to fiscal year 2023, significant management succession planning efforts were underway in fiscal year 2024. Steven L. Lindsey became president and CEO, effective October 1, 2023, replacing Suzanne Sitherwood. Following Mark C. Darrell’s retirement, Matthew J. Aplington was named Vice President, Chief Legal Officer, and Courtney M. Vomund was named Vice President, Chief Compliance Officer and Corporate Secretary. Ms. Vomund was subsequently named Vice President, Chief Administrative Officer and Corporate Secretary.

To replace Mr. Lindsey as Chief Operating Officer, Scott E. Doyle was hired in January as Executive Vice President, Chief Operating Officer, after working for more than 25 years at Centerpoint Energy. Finally, Michael C. Geiselhart, Senior Vice President, Chief Corporate Development and Strategy Officer, retired on September 30, 2024, after reaching the mandatory retirement age for Spire officers. The corporate development and strategy function now reports to Adam W. Woodard, Vice President, Treasurer, following Mr. Geiselhart’s retirement.

A key responsibility of the CEO and the Board is ensuring an effective process is in place to provide continuity of leadership over the long term at all levels of the Company. Management continued to implement an updated succession-planning program throughout Spire during fiscal year 2024.

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

The compensation and human resources committee believes 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 and the chair of the Board.

Clawback policies

We have two policies that address recoupment of amounts from executive officers. In October 2023, the Board adopted a new clawback policy that complies with the requirements set forth by the Securities and Exchange Commission and the New York Stock Exchange regarding the recoupment of incentive compensation in the event of an accounting restatement.

The Board also approved changes to the existing recoupment policy that addresses recoupment of amounts from executive officers’ and other employees’ time-based and performance-based awards under the annual and long-term incentive plans to the extent that they would have been materially less were it not for 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: (i) 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 (ii) holding Company stock in a margin account or pledging Company stock as collateral for a loan. Negative pledges are not prohibited by this policy.

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Board engagement with management

On a quarterly basis, Mr. Jones, 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. Mr. Jones is also accessible to management on an as-needed basis between quarterly meetings 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 board and committee compositions. We continue to seek input and guidance on our proxy statement and governance practices and disclosures, as well.

Shareholder nominee recommendations and nominee qualifications

Shareholders who wish to recommend director nominees for the 2026 annual meeting should make their submission to the corporate governance committee no later than October 31, 2025 and no earlier than October 2, 2025, 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.

www.SpireEnergy.com

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Directors’ compensation

The corporate governance committee periodically reviews director compensation relative to data of the Company’s comparator group. The basic retainers and fees payable in fiscal year 2024 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, 2024, the annual retainer is $230,000, of which the cash portion is $105,000 and $125,000 is 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 10 shares. There are no additional meeting fees. The directors’ stock ownership requirement is six times the annual cash retainer.

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 are 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 they retire 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 $500,000 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 2024.

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The table below provides more details relative to the restricted stock awards made under the 2015 Equity Incentive Plan that vested in fiscal year 2024:

Beneficial ownership of Spire stock

The following table shows, as of November 1, 2024 (unless otherwise noted), 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.

www.SpireEnergy.com

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Amount and nature of ownership

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The following table sets forth aggregate information regarding the Company’s equity compensation plan as of September 30, 2024.

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 2024 Annual Report on Form 10-K.

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 at the right indicates the value of shares directors and executive officers are expected to own under the policy.

The following shares are included in determining stock ownership: shares owned individually or jointly with spouse/children, unvested time-based restricted shares, and shares held in the Spire 401(k) plan and Spire Deferred Income Plan.

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.

Stock ownership guidelines

www.SpireEnergy.com

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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.

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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 we provide to our named executive officers (“NEOs”), the process undertaken to determine awards of compensation and the actual compensation provided to our NEOs in fiscal year 2024.

Our named executive officers

The Company’s NEOs for fiscal year 2024 were:

Steven L. Lindsey President and Chief Executive Officer		Steven P. Rasche Executive Vice President, Chief Financial Officer		Scott E. Doyle(1) Executive Vice President, Chief Operating Officer		Michael C. Geiselhart(2) Senior Vice President, Chief Strategy and Corporate Development Officer		Ryan L. Hyman(3) Senior Vice President, Chief Customer and Information Officer

Please see the text under the caption “Information about Executive Officers” in Part I of the 2024 Annual Report on Form 10-K for information about the Company’s executive officers.

www.SpireEnergy.com

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Executive summary

2024 Company performance

The compensation and human resources committee (“Committee”) believes the actions taken by the Company’s chief executive officer (“CEO”) and management team throughout fiscal year 2024 positively impacted the Company’s results and positioned the Company for continued success. Please see the discussion of Spire’s fiscal year 2024 corporate performance on pages 4-5 for more information about the financial results that affected compensation outcomes for fiscal year 2024. Adjusted operating income and adjusted earnings per share (“EPS”) are both closely linked with incentive pay, which reflects our intention that executive compensation results are aligned with corporate financial performance.

Alignment of pay and performance

The Company is committed to a pay-for-performance philosophy, and amounts earned by the NEOs under the Annual Incentive Plan (“AIP”) have a direct correlation to corporate performance. Adjusted operating income is the key metric used to determine funding under the Company’s AIP. Further explanation of adjusted operating income is provided on page 39 of this proxy statement. Adjusted EPS is used as one of the metrics for the long-term incentive plan, and is further discussed on page 41 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 2024, the 2024 target AIP opportunity and the fair market value (target shares multiplied by grant date fair value) of awards granted under the 2015 Equity Incentive Plan (“EIP”) during fiscal year 2024. Furthermore, the realized value of the equity incentive awards, the largest portion of incentive pay, is based on the Company’s long-term performance. The graph below shows the mix of fixed (base pay) and at-risk (annual and long-term incentive) pay, including how much of the long-term incentive pay is performance-based.

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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.

Pay-for-performance		Balance		Competitiveness
The compensation program should promote our corporate strategy and create shareholder value.		Annual and long-term incentive opportunities should reward the appropriate balance of short- and long-term financial, strategic and operational business results.		The compensation program should be sufficiently competitive to attract, retain and motivate a leadership team capable of maximizing Company performance.

Our pay-for-performance compensation philosophy promotes our corporate strategy and shareholder value, while remaining equitable for the Company, its executives and its shareholders. The Committee believes 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 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 position target total compensation in the median range of peer comparator data, with consideration for the executive’s performance, skills and experience, and with realized pay dependent on Company results.

The Committee considered the results of the January 2024 shareholder advisory “say-on-pay” vote when making compensation decisions. A majority (98.04%) of the votes cast approved the compensation program described in the Company’s 2023 proxy statement. The 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 as a direct result of shareholder feedback.

www.SpireEnergy.com

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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 clawback policies apply to all executive officers for 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

Components of executive compensation

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

In making decisions about compensation, the Committee reviews market and peer group data, as well as additional analysis provided by the Committee’s independent compensation consultant. The Committee also considers the role, experience and expertise of each executive officer.

Using this data, 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.

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Summary of 2024 compensation decisions for NEOs

Below is a summary of the pay actions that were taken for the Company’s NEOs in fiscal year 2024, as well as a description of their individual achievements that formed the basis of the individual performance metric for their annual incentive awards.

Steven L. Lindsey | President and Chief Executive Officer

Age: 58   Spire experience: 12 years		Individual performance:   •  Oversaw Spire’s corporate strategy and performance, contributing to basic adjusted EPS of $4.14   •  Drove customer affordability initiative, which produced significant cost savings for current and future fiscal years   •  Created new company-wide focus on operational excellence and safety   •  Oversaw a successful year for Spire’s Midstream segment, including exceeding the operating income budget, closing and fully integrating the acquisition of MoGas and Omega Pipeline companies, and continuing the Spire Storage West expansion project   •  Oversaw Spire Marketing’s successful financial performance for fiscal year 2024   •  Established new leadership team and structure
Base salary: The salary for Mr. Lindsey increased to $800,000 from $568,959 in November 2023, a 41% increase. This salary increase was made in connection with his appointment as President and Chief Executive Officer.   Annual incentive: Mr. Lindsey’s annual incentive target increased to 100% of base salary for fiscal year 2024 in connection with his appointment as President and Chief Executive Officer. Mr. Lindsey received an annual incentive award of $709,800 for fiscal year 2024, representing an 89% payout against target.   Long-term incentive: Mr. Lindsey received a long-term incentive grant in November 2023 with an intended target value of $1,400,000, split into 75% PCSUs and 25% TBRSs.

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

Age: 64   Spire experience: 15 years		Individual performance:   •  Developed and executed on financial plan, raising over $1.0 billion in short-term and long-term capital to support growth, investment, regulatory strategy and achieve planned improvement in credit metrics   •  Led customer affordability initiative to ensure achievement of financial goals while improving operational efficiency as well as improved customer experience   •  Supported Midstream growth with the expansion of Spire Storage West and the acquisition of MoGas and Omega Pipeline   •  Supported efforts to strengthen enterprise risk management process   •  Delivered strong financial results from captive insurance company and achieved successful insurance renewals in a hardening market
Base salary: The salary for Mr. Rasche increased to $512,000 from $491,915 in November 2023, a 4% increase.   Annual incentive: Mr. Rasche’s annual incentive target remained at 60% of base salary for fiscal year 2024.Mr. Rasche received an annual incentive award of $272,049 for fiscal year 2024, representing an 89% payout against target.   Long-term incentive: Mr. Rasche received a long-term incentive grant in November 2023 with an intended target value of $675,000, split into 75% PCSUs and 25% TBRSs.

www.SpireEnergy.com

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Scott E. Doyle* | Executive Vice President, Chief Operating Officer

Age: 53   Spire experience: 1 year		Individual performance:   •  Led customer affordability initiative that identified significant cost efficiencies and operational improvement opportunities   •  Led strong execution of capital plan   •  Developed goals and metrics that support operational excellence   •  Drove renewed emphasis on improving safety results and enhancing focus on safety by reviewing and refreshing approach   •  Identified and executed on operational improvements in areas such as fleet and workload planning   •  Improved labor strategy for field operations by working to establish more flexibility with workforce and harmonizing outsourcing activities with financial plan   •  Led meter to cash value stream analysis and plan to improve collections process across enterprise
Base salary: The salary for Mr. Doyle upon hire was $550,000.   Annual incentive: Mr. Doyle’s annual incentive target was set at 75% of base salary for fiscal year 2024. Mr. Doyle received an annual incentive award of $245,867 for fiscal year 2024, representing an 89% payout against target.   Long-term incentive: Mr. Doyle received a long-term incentive grant in January 2024 with an intended target value of $637,500, split into 75% PCSUs and 25% TBRSs. Mr. Doyle also received a new hire grant of $200,000 of TBRSs, which will vest on January 17, 2026.   *   Mr. Doyle was named executive vice president, chief operating officer of the Company effective January 15, 2024.

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

Age: 65   Spire experience: 18 years		Individual performance:   •  Led efforts to refine corporate strategy at parent company and business unit levels with new executive leadership team   •  Supported efforts to achieve Federal Trade Commission approval for MoGas and Omega Pipeline acquisitions, as well as closing and integration   •  Led the evaluation of numerous market and strategic opportunities   •  Served as leader for limited partner interest in Energy Capital Ventures Fund II, including monitoring fund performance and ensuring industry knowledge sharing with Spire
Base salary: The salary for Mr. Geiselhart increased to $437,091 from $424,360 for fiscal year 2024, a 3% increase.   Annual incentive: Mr. Geiselhart’s annual incentive target remained at 50% of base salary for fiscal year 2024. Mr. Geiselhart received an annual incentive award of $188,401 for fiscal year 2024, representing an 87% payout against target.   Long-term incentive: Mr. Geiselhart received a long-term incentive grant in November 2023 with an intended target value of $450,000, split into 75% PCSUs and 25% TBRSs.   *    Mr. Geiselhart retired from the Company on September 30, 2024.

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Ryan L. Hyman | Senior Vice President, Chief Customer and Information Officer

Age: 47   Spire experience: 16 years		Individual performance:   •  Completed significant core system upgrades that help keep Spire applications supported and under maintenance support   •  Oversaw the deployment of 900,000 ultrasonic meters since the beginning of the meter upgrade project   •  Continued to enhance cybersecurity posture through technology, education and governance   •  Optimized IT resources to reduce operating costs in support of customer affordability initiative   •  Managed customer experience resources to be cost effective while still providing high quality service to customers by leveraging continuous improvement practices   •  Officially launched continuous improvement efforts inside shared services and utility organizations
Base salary: The salary for Mr. Hyman in fiscal year 2024 was $380,993.   Annual incentive: Mr. Hyman’s annual incentive target was 50% of base salary for fiscal year 2024. Mr. Hyman received an annual incentive award of $167,741 for fiscal year 2024, representing an 88% payout against target.   Long-term incentive: Mr. Hyman received a long-term incentive grant in November 2023 with an intended target value of $210,000, split into 75% PCSUs and 25% TBRSs.

Comparison of total direct compensation from FY23 to FY24

Below is a comparison of total direct compensation for each NEO from fiscal year 2023 to fiscal year 2024. Total direct compensation received was higher in fiscal year 2024 due to slightly higher annual incentive payments and equity grants, which are related to the financial results for fiscal year 2024. Fiscal year 2023 compensation data and changes are not shown for Messrs. Doyle or Hyman, who were not NEOs at that time.

www.SpireEnergy.com

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Analysis of 2024 compensation decisions and actions

Base salary

In November 2023, the Committee approved increases to NEO salaries for fiscal year 2024. Mr. Lindsey’s salary was increased 41% in connection with his promotion to President and Chief Executive Officer. The salaries for the NEOs are detailed previously in the “Summary of 2024 compensation decisions for NEOs” section. The Committee believed that these salary increases reflected the NEOs’ contributions to successful business growth while maintaining a focus within the NEOs’ functional areas.

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. The Committee, in collaboration with management, sets the targets for the corporate, business unit and safety metrics described below, based on an analysis of prior years’ performance and a focus on achieving financial growth and improvement in safety performance in future years. Individual performance is reviewed by the Committee and is based on accomplishments related to the executive’s functional area of responsibility, execution of corporate strategy and financial results.

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. Rarely, 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 for fiscal year 2024.

The following chart sets forth the 2024 AIP targets as a percentage of base salary and the weightings of the corporate, business unit, safety and individual metrics for each NEO.

Corporate and business unit metrics

The metric used in determining the corporate and business unit performance portions of AIP awards is adjusted operating income⁽¹⁾, which is a key measure of the Company’s financial success for the fiscal year and is a common metric used for short-term incentives within the industry. The corporate metric also includes a weighting mechanism for each business unit in order to prevent extremely high or low performance from a smaller business unit from having a disproportionate impact on the overall results. Adjusted operating income for AIP purposes is based on operating income for three categories of business units (Gas Utility, Gas Marketing and Midstream), and the results are weighted by the budgets for each category of business unit. Adjusted operating income removes the impacts related to acquisition, divestiture and restructuring activities, mark-to-market adjustments, and other non-operational and non-recurring items. The Committee and management believe these adjustments provide a useful representation of the economic impact of the overall results of ongoing operations.

The table below shows the levels of threshold, target and high performance for the corporate and business unit metrics for fiscal year 2024, the payout percentage for the business unit metric, as well as the resulting payout percentage after the business unit weighting mechanism has been applied.

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Safety metric

The safety metric, which has a weighting of 10% for all officers, sets goals for the Company’s OSHA Days Away, Restricted, or Transferred (DART) rate, at-fault motor vehicle accident rate, the total recordable injury rate, and a new leadership safety engagement rate that was added for fiscal year 2024. The leadership engagement rate encourages officers to become more engaged in safety at Spire and measures the number of safety-related engagement activities in which officers participate throughout the year. Examples of such safety-related engagement activities include safety meetings and field safety observations. Safety is a core value at Spire, and we will continue to set ambitious goals with the focus of continuous improvement in all areas of safety. In fiscal year 2024, our safety results were below target, other than the leadership safety engagement rate. This resulted in a 15% payout for this metric. The Company is focused on improving these results in future years. The fiscal year targets and results are shown below.

Individual performance metric

Individual performance measures are generally subjective and relate to the manner in which the executive leads his or her teams to accomplish key business and strategic results 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 is weighted from 15-25%, depending on the executive. The individual performance metric results for each NEO were based on the achievements identified previously in the “Summary of 2024 compensation decisions for NEOs” section.

Fiscal year 2024 AIP results

After evaluating the performance of the Company and the NEOs in fiscal year 2024, the Committee approved annual incentive awards. AIP payouts are capped at 150% of target. These AIP awards reflect the NEOs’ strong leadership to strategically operate the business during a fiscal year that presented unique challenges and changes. 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.

www.SpireEnergy.com

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The number of PCSUs that vest is determined based on two metrics. The first is a Relative Total Shareholder Return (“TSR”) metric that compares the Company’s TSR performance to its peer group over a period of three fiscal years (described herein on pages 45-46). The second is the average basic adjusted EPS, previously called “net economic earnings per share,” over the same three-year period. Adjusted 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.⁽²⁾

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 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.

Policies and practices for granting certain equity awards

The Company has certain practices related to the timing of equity grants. All equity grants made to executive officers must be approved by the Committee. Annual equity grants for executive officers are approved at the November meeting of the Board, which occurs on the second Thursday of November each year. Those grants are made two days after the year-end earnings call. Annual equity grants for non-employee directors are approved at the January meeting of the Board, which occurs on the fourth week of January each year. Those grants are made two days after the first quarter earnings call. The Committee does not currently take material non-public information into account when determining the timing of equity grants, and the Company does not time nor does it plan to time the release of material, non-public information for the purpose of affecting the value of employee or Board compensation. During fiscal year 2024, the Company did not grant stock options (or similar awards) to any NEO during any period beginning four business days before and ending one day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

Grants made in fiscal year 2024

On November 9, 2023, the Board authorized the grants of TBRSs (“2024 TBRSs”) and PCSUs (“2024 PCSUs”) to 29 officers, including all the NEOs other than Mr. Doyle. The grants were made on November 20, 2023, and the award design is consistent with prior years. Both the 2024 TBRSs and the 2024 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 2024 compensation decisions for NEOs” section and is also found in the “Stock awards” column of the “Summary compensation table.”

The 2024 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 2024 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 adjusted EPS 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 2024 PCSUs that vest is determined based on the average adjusted EPS and TSR results over fiscal years 2024-2026. These metrics are weighted at

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25% average adjusted EPS and 75% TSR. These metrics may be achieved at threshold, target or high-performance levels, as evaluated by the Committee.

Performance under the adjusted EPS metric is measured by calculating the three-year average of the Company’s adjusted EPS. In the first year of the performance period, adjusted EPS was $4.14 on a non-diluted basis. Adjusted EPS for fiscal years 2025 and 2026 will be added to the 2024 adjusted EPS amount for purposes of calculating the three-year average adjusted EPS to determine if performance at any level has been achieved.

The level of achievement with respect to the TSR metric for the 2024 PCSUs is measured based on Spire’s rank among its peer group from 2024-2026, 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 2024

On November 11, 2021, the Board authorized the grant of TBRSs and PCSUs to 29 current officers, including all NEOs other than Mr. Doyle. The grants were made on November 29, 2021. These awards vested on November 29, 2024.

The PCSUs were granted for the performance period of fiscal years 2022-2024. The vesting of those awards was based upon the three-year average adjusted EPS metric and the three-year relative TSR metric determined using the peer group in place at the time of the grant, with each of these metrics being weighted at 50%. Additional information about the peer group can be found herein at pages 45-46. TSR for the Company and peer group was calculated as follows:

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, 2024, 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, 2021.

In reviewing the Company’s performance over the period and in accordance with the terms of the EIP, the Committee evaluated the adjusted EPS metric by averaging the adjusted EPS for each of fiscal years 2022, 2023 and 2024. The metrics and actual performance for the 2021 PCSUs were as follows:

On November 14, 2024, the Board certified these performance outcomes, resulting in a total of 24,063 PCSUs vesting (representing 95% of target) for the NEOs. A total of 8,420 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.