SPIRE - DEF 14A

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DEF 14A 1 lsr2021_def14a.htm SPIRE INC - DEF 14A SPIRE - DEF 14A

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

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Table of contents

Proxy statement summary	4

Proposal 1: Election of directors	9

Governance	14

Corporate governance at a glance	14
Board and committee structure	14
Board evaluation process	15
Board committees and their membership	16
Risk oversight	18
Director independence	19
Corporate governance documents	19
Audit committee’s review of independent auditor	21
Other key governance policies and practices	22
Shareholder nominee recommendations and nominee qualifications	24
Correspondence with the Board	24
Directors’ compensation	24
Beneficial ownership of Spire stock	26
Stock ownership guidelines and holding requirements for non-employee directors and executive officers	28

Proposal 2: Advisory vote to approve the compensation of our named executive officers	29

Executive compensation	30

Compensation Discussion and Analysis (“CD&A”)	30
Compensation and human resources committee report	47
Executive compensation tables	48
CEO pay ratio	58

Proposal 3: Ratification of appointment of independent registered public accountant	59

Audit committee report	59
Fees of independent registered public accountant	60

Other matters	61

About the annual shareholders’ meeting	61
Questions and answers about the annual meeting	61
Voting matters	63
Requirements for submission of proxy proposals, nomination of directors and other business	64
Proxy solicitation	64

What’s new?

Each year, we strive to improve our proxy disclosures to provide a broader and deeper understanding of Spire and how we think about governance, compensation and corporate social responsibility, as well as other topics of importance to our shareholders. We believe these disclosures will be beneficial as you vote this year. Inside, you’ll find updates, including:

• The addition of a Board skills and composition matrix;

• A summary of Board and management succession planning and Board diversity policy;

• A description of our Board’s cybersecurity oversight efforts; and

• An update on how the Company, with oversight of the Board of Directors, continues to manage the risks and impacts associated with COVID-19.

Back to 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

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Notice of
Annual Meeting
of Shareholders

January 27, 2022

8:30 a.m., Central Standard Time (CST)

This year’s meeting is a virtual shareholders meeting at www.virtualshareholdermeeting.com/SR2021

Proxy voting

Your vote is important. To ensure your representation at the annual meeting, please vote your shares as promptly as possible over the internet at www.proxyvote.com or by telephone at 800-690-6903. Alternatively, you may request a paper proxy card, which you may complete, sign and return by mail. If your shares are held by a broker, bank or nominee, please follow their voting instructions for your vote to count.

Attending the meeting

We invite you to attend the annual meeting virtually. There will not be a physical meeting. You will be able to vote your shares electronically and submit your questions during the meeting. You will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompany your proxy materials.

You do not need to attend the meeting online to vote if you submit your vote via proxy in advance of the meeting. A replay of the meeting will be available on virtualshareholdermeeting.com.

To the shareholders of Spire Inc.:

The annual meeting of shareholders of Spire Inc. (“Spire” or the “Company”) will be held on Thursday, January 27, 2022, at 8:30 a.m. CST, online at www.virtualshareholdermeeting.com/SR2021, for the following purposes:

1.	To elect four members of the Board of Directors.
2.	To provide an advisory vote to approve the compensation of our named executive officers.
3.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accountant for the 2022 fiscal year.
4.	To transact such other business as may properly come before the meeting and any adjournment or postponement.

You can vote if you were a common shareholder of record on November 30, 2021.

During this virtual meeting, you may ask questions and will be able to vote your shares electronically. The Company will respond to as many inquiries at the meeting as time allows.

The meeting will begin promptly at 8:30 a.m. CST. Online check-in will begin at 8:15 a.m. CST.

By Order of the Board of Directors,

Ellen L. Theroff

Vice President,
Chief Governance Officer and Corporate Secretary
December 15, 2021

Spire Inc. | 2021 Proxy Statement

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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 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:

Safety			Inclusion			Integrity
Whether at a desk or in the field, safety is fundamental at Spire. We strive for exceptional safety, going beyond regulatory standards to achieve our own standard of excellence. Our promise is that we will work tirelessly to keep our co-workers, customers and communities safe.			We celebrate differences, embracing diverse backgrounds, perspectives and families, and we look for common ground with an inclusive spirit. We treat everyone with respect and care, and we champion new insights and ideas.			We believe in doing what’s right, every time. Keeping that promise is not always easy but, because it’s our way of life, we don’t stop until we get it right.

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:

•	Following strict safety protocols for all entry into customer premises to ensure that we could continue to provide service safely to all customers
•	Allowing employees to work from home if their job duties could be performed remotely
•	Restricting non-essential travel and participation in large events and gatherings
•	Developing gradual return-to-work plans for our workforce that has been working remotely
•	Following recommendations from the Centers for Disease Control and Prevention to evolve our safety protocols over the course of the pandemic
•	Providing paid leave to employees who needed to quarantine or take care of a family member due to COVID-19
•	Encouraging employees to be vaccinated and facilitating employee vaccinations with paid time off and other incentives

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

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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.

In millions, except per share amounts	Gas Utility			Gas Marketing			Other			Consolidated			Per diluted share**
Year ended September 30, 2021
Net income (loss) [GAAP]	$	237.2		$	44.8		$	(10.3	)	$	271.7		$	4.96
Adjustments, pre-tax:
Missouri regulatory adjustments		(9.0	)		—			—			(9.0	)		(0.17	)
Fair value and timing adjustments		0.3			3.0			—			3.3			0.06
Acquisition, divestiture and restructuring activities		—			—			(1.3	)		(1.3	)		(0.02	)
Income tax effect of adjustments*		2.1			(0.8	)		0.3			1.6			0.03
Net economic earnings (loss) [non-GAAP]	$	230.6		$	47.0		$	(11.3	)	$	266.3		$	4.86
Year ended September 30, 2020
Net income (loss) [GAAP]	$	213.6		$	7.0		$	(132.0	)	$	88.6		$	1.44
Adjustments, pre-tax:
Impairments		—			—			148.6			148.6			2.89
Fair value and timing adjustments		(0.3	)		2.8			—			2.5			0.05
Income tax effect of adjustments*		0.1			(0.7	)		(31.3	)		(31.9	)		(0.62	)
Net economic earnings (loss) [non-GAAP]	$	213.4		$	9.1		$	(14.7	)	$	207.8		$	3.76


*	Income tax effect is calculated by applying federal, state and local income tax rates applicable to ordinary income to the amounts of the pre-tax reconciling items and then adding any estimated effects of enacted state or local income tax laws for periods before the related effective date.

**	Net economic earnings per share is calculated by replacing consolidated net income with consolidated net economic earnings in the GAAP diluted earnings per share calculation, which includes reductions for cumulative preferred dividends and participating shares.

Our 2021 results

Net Income

Net Economic Earnings

Diluted Earnings
per Share

Basic Net Economic
Earnings per Share

Diluted NEE
per Share

Dividends Declared per
Common Share

$271.7M

$266.3M

$4.96

$4.87

$4.86

$2.60

GAAP

Up from
$88.6 million
for FY20

NON-GAAP

Up from
$207.8 million
for FY20

GAAP

Up from
$1.44 for FY20

NON-GAAP

Up from
$3.77 for FY20

NON-GAAP

Up from
$3.76 for FY20

Up from
$2.49 for FY20

Spire Inc. | 2021 Proxy Statement

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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.

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

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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

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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.

	2021		2020
Audit fees	$	2,425,000	$	2,495,000
Audit-related fees		163,200		330,000
Tax fees		34,350		30,800
All other fees		1,895		1,895
Total	$	2,624,445	$	2,857,695

www.SpireEnergy.com

Spire Inc. | 2021 Proxy Statement

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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

Mary Ann Van Lokeren

Age: 74

Director since: 2000

Independent

Committees:

Ms. Van Lokeren retired as chairman and chief executive officer of Krey Distributing Co., an Anheuser-Busch wholesaler, in October 2006. She had served in that capacity since December 1986.

Skills relevant to Spire:

With her prior experience as CEO of one of the largest Anheuser-Busch wholesalers in Missouri, Ms. Van Lokeren has business and leadership expertise that assists the Board as it evaluates the Company’s financial and operational risks, controls and strategy. Her prior experience on other public company boards provides insight as to the Board’s role in oversight of management as well as corporate governance.

Other public directorships: Retired from the board of Masco Corporation in May 2018.

Nominees for terms expiring in 2025

Carrie J. Hightman

Age: 64

Director since: 2021

Independent

Committees: TBD

Ms. Hightman retired in January 2021 after having served as executive vice president and chief legal officer of NiSource Inc., which is a $9B market cap, $5B revenue gas and electric utility holding company listed on the New York Stock Exchange. She also served as president and chief executive officer of Columbia Gas of Massachusetts, the commonwealth’s largest natural gas utility, until its sale by NiSource in October 2020. Prior to joining NiSource in 2007, Ms. Hightman served as president of AT&T Illinois and led the Energy, Telecommunications and Public Utilities practice group at Schiff Hardin LLP, a national law firm.

Skills relevant to Spire:

Ms. Hightman’s broad range of experience during her more than three-decades-long business career, including gas operations, regulatory strategy, federal government affairs, ethics, corporate communications, environmental, safety, data privacy and human resources, adds depth and breadth to the Board. Her specific focus on regulated industries, crisis management and ESG and her experience as a lawyer add a new dimension and fresh perspectives to the Board.

Other public directorships: None

Chair Audit Compensation and Human Resources Corporate Governance Strategy

Spire Inc. | 2021 Proxy Statement

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Brenda D. Newberry

Age: 68

Director since: 2007

Independent

Committees:

Ms. Newberry retired in May 2010 as chairman of the board of The Newberry Group, a provider of information technology consulting services on a global basis, specializing in information systems, technology infrastructure, data and network security, and project management services. Ms. Newberry founded The Newberry Group in 1996.

Skills relevant to Spire:

Ms. Newberry provides insight into the Company’s information technology strategy and related risks and exposures. Her experience in creating and building her own businesses assists the Company as it considers growth opportunities, and her government contractor experience provides insight into conducting business in a highly regulated industry.

Other public directorships: None

Suzanne Sitherwood

Age: 61

Director since: 2011

Management

Committees:

Ms. Sitherwood has served as the Company’s president since September 1, 2011 and chief executive officer since February 1, 2012.

Skills relevant to Spire:

Ms. Sitherwood has more than 40 years of experience in the natural gas industry and has overseen significant growth at the Company. During the course of her career, Ms. Sitherwood has gained extensive management and operational experience and has demonstrated a strong track record of leadership, strategic vision and business acumen. In her capacity as CEO and member of the Board, she is utilizing her knowledge of the energy markets in overseeing the development of the Company’s long-term strategy.

Other public directorships: Ms. Sitherwood has been a director at Alcoa Corporation (“Alcoa”) since 2016, where she serves on the audit committee and the compensation and benefits committee. Ms. Sitherwood has notified Alcoa that she does not intend to stand for re-election to the Alcoa board of directors at Alcoa’s 2022 annual meeting of stockholders.

Other directorships: Ms. Sitherwood has been a director at the Federal Reserve Bank of St. Louis since 2016, where she serves as chair of the board.

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

Directors with terms expiring in 2023

Edward L. Glotzbach

Age: 73

Director since: 2005

Independent

Committees:

Mr. Glotzbach served as vice chairman, mergers and acquisitions, of Information Services Group from November 2007, when it acquired Technology Partners International, Inc., until his retirement in March 2012. From December 2004 to November 2007, he served as president and chief executive officer of Technology Partners International, Inc., an organization that assists clients with the evaluation, negotiation, implementation and management of information technology and business process sourcing initiatives. From October 2003 to December 2004, he served as vice president and chief financial officer of the firm. From 1970 to September 2003, he served in many positions with SBC Communications, with his most recent position there being executive vice president and chief information officer for six years.

Skills relevant to Spire:

Mr. Glotzbach brings to the Board business and leadership experience as an executive of a public company, regulated utility experience as a former executive of a telephone utility regulated by the Missouri Public Service Commission, financial expertise having served as a chief financial officer at other companies, and information technology expertise given his experience at Information Services Group and his chief information officer experience at a major telephone company. He also provides insight to the Company as to potential exposures and risks in those areas.

Other public directorships: None

Chair Audit Compensation and Human Resources Corporate Governance Strategy

www.SpireEnergy.com

Spire Inc. | 2021 Proxy Statement

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Rob L. Jones

Age: 63

Director since: 2016

Independent

Committees:

Mr. Jones served as co-head of Bank of America Merrill Lynch Commodities, Inc. (MLC) from 2007 until his retirement in March 2012. MLC is a global commodities trading business and a wholly owned subsidiary of Bank of America. Prior to taking leadership of MLC, he served as head of Merrill Lynch’s Global Energy and Power Investment Banking Group. An investment banker with Merrill Lynch and The First Boston Corporation for over 20 years, Mr. Jones worked extensively with a variety of energy and power clients, with a particular focus on the natural gas and utility sectors. Mr. Jones has also served as an Executive in Residence at the McCombs School of Business at the University of Texas at Austin with a focus on energy finance.

Skills relevant to Spire:

Mr. Jones’ experience in financial roles in the energy banking industry, with a particular focus on the natural gas and utility sectors, as well as his experience as a lead independent director of a publicly traded partnership, add a unique dimension to the Board and provide insight into the capital markets and financial risks and strategies.

Other public directorships: Since 2014, he has served on the board of directors of Shell Midstream Partners GP LLC, which is the general partner of Shell Midstream Partners, L.P. He also chairs its audit committee and serves on its conflicts committee.

John P. Stupp Jr.

Age: 71

Director since: 2005

Independent

Committees:

Mr. Stupp has been president of Stupp Bros., Inc. since March 2004 and chairman and chief executive officer since March 2014 and chief executive officer of Stupp Corporation since August 1995. Through its subsidiaries, Stupp Bros., Inc. fabricates steel highway and railroad bridges, produces pipe for natural gas and oil transmission pipelines, and offers general, steel and industrial construction services. Mr. Stupp serves as a director of Stupp Bros., Inc.

Skills relevant to Spire:

As chairman, CEO and president of Stupp Bros., Inc., one of the Company’s largest shareholders with a long-term investment relationship with the Company, Mr. Stupp has historic institutional knowledge of the Company and directly represents shareholder interests. Further, his experience with the various subsidiaries and investments of Stupp Bros., Inc. provides insight as to the pipeline and other infrastructure industries on a national basis as well as insight into the regional economy.

Other public directorships: Mr. Stupp joined the Atrion Corp. board in 1985, where he serves on the compensation committee and chairs the audit committee.

Directors with terms expiring in 2024

Mark A. Borer

Age: 67

Director since: 2014

Independent

Committees:

Mr. Borer served as chief executive officer as well as a member of the board of directors of DCP Midstream Partners LP from November 2006 through his retirement in December 2012. DCP Midstream Partners LP is a public midstream master limited partnership that is engaged in all stages of the midstream business for both natural gas and natural gas liquids.

Skills relevant to Spire:

Mr. Borer’s experience in the midstream natural gas business gives him hands-on knowledge of the industry. His service as a CEO and member of the board of a public entity that grew significantly under his leadership provides him with experience in the operations of an energy company and the capital markets, and he possesses business and leadership expertise that assists the Board as it evaluates the Company’s financial and operational risks and strategy.

Other public directorships: Since 2017, Mr. Borer has served on the board of Altus Midstream Company, where he serves on the audit committee and conflicts committee.

Chair Audit Compensation and Human Resources Corporate Governance Strategy

Spire Inc. | 2021 Proxy Statement

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Maria V. Fogarty

Age: 62

Director since: 2014

Independent

Committees:

Ms. Fogarty served as the senior vice president of internal audit and compliance at NextEra Energy, Inc. from 2011 through her retirement in June 2014. She previously served as vice president of internal audit at that company from 2005 to 2010 and director of internal audit from April 1993 through 2004. NextEra Energy, Inc. is a leading clean energy company and the parent company of Florida Power & Light, the largest rate-regulated electric utility in Florida.

Skills relevant to Spire:

Ms. Fogarty’s prior experience leading the audit function at a public energy company provides her knowledge of the audit and Sarbanes-Oxley requirements facing public companies today. Her industry experience at a company that grew significantly during her tenure benefits the Board, as she can provide insights into the risks, opportunities and challenges created by growth.

Other public directorships: None

Stephen S. Schwartz

Age: 62

Director since: 2018

Independent

Committees:

Dr. Schwartz joined Brooks Automation, Inc. in April 2010 as president and continued to serve in that role until August 2013. He was re-appointed president in May 2016. On October 1, 2010, he became chief executive officer and continues to serve in that role.

Skills relevant to Spire:

Dr. Schwartz has extensive leadership, operational, strategic and financial management and reporting experience as chief executive officer of a successful public company and brings to the Board a unique perspective with regard to innovation and technology based on his experience in the automation manufacturing space.

Other public directorships: Since 2010, Dr. Schwartz has served on the board of Brooks Automation, Inc.

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.

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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; 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⁾

*	Skills are based on information provided by the individual directors and represent the number of our directors with considerable or extensive experience in areas that are critical to Spire’s operations.
	(1) Hispanic
	(2) Female
	(3) African American

Finance

Strategy/M&A

Audit/Risk management

Regulatory/Government

Regulated utility

Commodity marketing

Public company operating

Legal/Governance/Compliance

Cybersecurity

Environmental

Human resources/DEI

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Governance

Corporate governance at a glance

Board independence		• Our Board chair is independent • Nine out of our 10 directors are independent • Our CEO is the only non-independent director • Among other duties, our chair leads quarterly executive sessions of the independent directors to discuss certain matters without management present
Board composition and diversity		• The Board consists of 10 directors • The Board includes five women and five men; two of our directors are racially diverse • The Board regularly assesses its performance through Board and committee self-evaluations, as well as peer reviews of individual directors • The corporate governance committee regularly leads the full Board in considering Board competencies and refreshment to align with Company strategy; a new, diverse director was added to the Board in November 2021 • The Board is actively engaged in Board succession planning and has adopted the Board of Directors Succession Planning and Diversity Policy • Directors are required to retire from the Board at the annual meeting after reaching age 75
Board committees		• We have four Board committees—audit, compensation and human resources, corporate governance and strategy; audit and corporate governance are chaired by female directors • All committees (except for the strategy committee on which our CEO serves) are composed entirely of independent directors • The Board periodically rotates committee chairs and members
Leadership structure		• Our Board chair is independent • The Board members elect our chair annually
Risk oversight		• Our full Board is responsible for risk oversight and has designated specific committees to lead the oversight efforts with regard to certain key risks • Our Board oversees management as it fulfills its responsibilities for the assessment and management of risks
Open communication		• We encourage open communication and strong working relationships among the chair, the CEO and the other directors • Our directors have access to management and employees
Director stock ownership		• Our directors are required to own shares of our common stock equal in value to at least six times their annual cash retainer, or $570,000; they may not dispose of shares until they reach this level
Accountability to shareholders		• We use majority voting in director elections (plurality voting in contested elections) • We actively reach out to our shareholders through our engagement program • Shareholders can contact our Board, chair or management by regular mail
Management succession planning		• The Board actively monitors our succession planning and personnel development and receives regular updates on employee engagement matters

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.

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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

	•	Oversees the Company’s diversity, equity and inclusion initiatives and progress toward established targets related to such initiatives; and employee recruitment, retention, development and succession planning efforts that support such targets.
	•	Receives periodic updates and provides guidance to management on human resources matters, including special initiatives; employee development, engagement and wellbeing; and the annual culture survey.

Corporate governance committee

•

Oversees the corporate governance practices of the Board and the Company, and recommends to the Board such changes as the committee deems appropriate.

–

Management assists with this effort by timely keeping the committee apprised of the corporate governance practices of the Board and Company that are not consistent with leading practice.

Strategy committee

	•	Oversees the Company’s strategy, plan and efforts to be carbon neutral by midcentury, as well as other related environmental initiatives, and progress toward established targets in these areas.
	•	Oversees the results of the Company’s safety and reliability initiatives.
	•	Receives periodic updates regarding the development and implementation of a supplier diversity program.

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.

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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.

	Audit	Compensation and human resources	Corporate governance	Strategy
Number of meetings held	4	6	4	4
Borer	—	100%	—	100%
Fogarty	100%	—	100%	—
Glotzbach	100%	100%	—	100%
Jones	100%	—	—	100%
Newberry	100%	—	100%	—
Schwartz	—	—	100%	100%
Sitherwood	—	—	—	100%
Stupp	—	100%	100%	—
Van Lokeren	—	100%	100%	—

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:

Audit committee

Members:
Ms. Fogarty (Chair)
Mr. Glotzbach
Mr. Jones
Ms. Newberry
Meetings in fiscal 2021: 4

Key responsibilities:

The audit committee assists the Board of Directors in fulfilling the Board’s oversight responsibilities with respect to the quality and integrity of the financial statements, financial reporting process and systems of internal controls. The audit committee also assists the Board in monitoring the independence and performance of the independent registered public accountant, the internal audit department and the operation of ethics and compliance programs.

All audit committee members were determined by the Board to be independent and financially literate in accordance with New York Stock Exchange requirements. Ms. Fogarty has been determined to be the financial expert for the audit committee.

The audit committee report is included on page 59.

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Compensation and human resources committee

Members:
Mr. Borer (Chair)
Mr. Glotzbach
Mr. Stupp
Ms. Van Lokeren
Meetings in fiscal 2021: 6

Key responsibilities:

The compensation and human resources committee assists the Board in the discharge of its responsibilities relative to the compensation of the Company’s executives, reviews and makes recommendations to the Board relative to the Company’s incentive compensation and equity-based plans, reviews management’s risk assessment of the Company’s compensation practices and programs, assists the Board in the oversight of succession planning for executive officers and oversees the Company’s diversity, equity and inclusion initiatives and the investments of the qualified defined benefit pension plans. The committee also reviews and provides feedback to management on key aspects of the Company’s human resources policies and programs, including employee recruitment, retention and development.

All compensation and human resources committee members were determined by the Board to be independent in accordance with the New York Stock Exchange requirements. The committee engaged Semler Brossy Consulting Group LLC (“Semler Brossy”) as its independent compensation consultant for fiscal year 2021.

Compensation Committee Interlocks and Insider Participation: There are no compensation and human resources committee interlocks and no insiders are members of the committee.

The compensation and human resources committee report is included on page 47.

Corporate governance committee

Members:
Ms. Newberry (Chair)
Ms. Fogarty
Dr. Schwartz
Mr. Stupp
Ms. Van Lokeren
Meetings in fiscal 2021: 4

Key responsibilities:

The corporate governance committee:

• Considers and makes recommendations to the Board relative to corporate governance and its Corporate Governance Guidelines;

• Assists the Board in annually assessing what skills would be beneficial to the Company for the Board to possess and whether those skills are represented sufficiently by the existing members and identifying individuals qualified to become Board members;

• With input from Total Rewards Strategies, makes recommendations to the Board regarding director compensation;

• Assists the Board in identifying appropriate educational opportunities for Board members and encouraging periodic attendance;

• Periodically arranges for Board education sessions addressing timely governance topics;

• Reviews and approves any related-party transactions;

• Recommends committee chair and member appointments to the full Board;

• Oversees periodic outreach to institutional shareholders regarding governance topics to assist the Board in staying informed; and

• Oversees the development of the CSR report.

All corporate governance committee members were determined by the Board to be independent in accordance with New York Stock Exchange requirements.

Strategy committee
Members: Mr. Jones (Chair) Mr. Borer Mr. Glotzbach Dr. Schwartz Ms. Sitherwood Meetings in fiscal 2021: 4		Key responsibilities: The strategy committee oversees the development of the Company’s corporate strategy, including the Company’s long-range strategic plan and advanced strategy, as well as its strategy in the areas of innovation; investment; acquisitions and development opportunities; and public affairs. The committee also oversees the plan and efforts to be carbon neutral by midcentury, as well as other related environmental initiatives and supplier diversity.

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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 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.

Audit
committee

Compensation and human
resources committee

Strategy
committee

Corporate governance
committee

The audit committee oversees risks associated with financial and accounting matters, including compliance with all legal and regulatory requirements and internal control over financial reporting.

The compensation and human resources committee oversees risks associated with:

• The Company’s compensation policies and practices and ensures that the incentive and other forms of pay do not encourage unnecessary or excessive risk-taking;

• Executive officer succession planning;

• Pension plan funding; and

• Company culture and workforce composition.

The strategy committee oversees the risks associated with the Company’s:

• Long-range plan, investment strategies, capital structure and financial needs;

• Growth strategies; and

• Plan and efforts to be carbon neutral by midcentury, as well as other related environmental initiatives.

The corporate governance committee oversees risks associated with corporate governance, including Board leadership structure and director succession planning, and the Corporate Social Responsibility report.

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.

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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:

•	in cash and equity;
•	with short-term and long-term performance goals;
•	with individual, business unit and corporate performance objectives; and
•	dependent on financial and non-financial performance measurement.

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:

•	Corporate Governance Guidelines
•	Charters of each of the audit, compensation and human resources, and corporate governance committees
•	Code of Business Conduct
•	Financial Code of Ethics
•	Related Party Transaction Policy and Procedures
•	Policy Regarding the Approval of Independent Registered Public Accountant Provision of Audit and Non-Audit Services
•	Director Independence Standards

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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:

•	the independent directors may elect a lead director if there is no independent chair;
•	the corporate governance committee will review with the Board, on an annual basis, the requisite skills, characteristics and qualifications to be sought in new Board members as well as the composition of the Board as a whole, including assessments of members’ qualification as independent and consideration of diversity, age, skills and experience in the context of the needs of the Board;
•	a director who retires, changes employment or has any other significant change in his or her professional roles and responsibilities must submit a written offer to resign from the Board; the corporate governance committee will then make a recommendation to the Board regarding appropriate action, taking into account the circumstances at that point in time;
•	directors must limit their service to a total of three boards of publicly traded companies (including our Company) and should advise the chair of the Board and the corporate governance committee chair before accepting an invitation to serve on another public company board;
•	directors are expected to attend the annual meeting of shareholders and meetings of the Board and the committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities;
•	the Board and its committees conduct annual assessments of their performance as well as assessments of the performance of each individual director;
•	directors have access to executives of the Company;
•	the Board and each committee have the ability to hire independent legal, financial or other advisors as they may deem necessary, at the Company’s expense, without consulting or obtaining the approval of any officer of the Company;
•	a director must retire from the Board at the annual meeting of shareholders following the director’s 75^thbirthday; and
•	all new directors participate in the Company’s orientation for new directors, and directors are encouraged to attend educational programs.

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.

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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:

•	A report provided by management summarizing the pre-approved services, or grouping of related services, including fees; and
•	A listing of newly pre-approved services since its last regularly scheduled meeting.

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:

•	how effectively Deloitte is maintaining its independence as demonstrated by exercising judgment, objectivity and professional skepticism;
•	the quality, candor, timeliness and effectiveness of Deloitte’s communications with the committee and management;
•	the adequacy of information provided on accounting issues, auditing issues and regulatory developments affecting utility companies;
•	the lead client service partner’s performance;
•	whether Deloitte’s known legal risks include involvement in proceedings that could impair its ability to perform the annual audit;
•	reports of the PCAOB and other available data regarding the quality of work performed by Deloitte;
•	the ability of Deloitte to meet deadlines and respond quickly;
•	the geographic reach and expertise of Deloitte in terms of quantity, quality and location of staff;
•	Deloitte’s long tenure and experience as the Company’s auditor; and
•	the historical and proposed Deloitte fees charged to the Company.

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.

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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

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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.

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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.

Dire

SEC Form DEF 14A filed by Spire Inc.