DEF 14A 1 lsr2022_def14a.htm SPIRE INC - DEF 14A SPIRE INC. - DEF 14A

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

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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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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
ESG oversight	18
Risk oversight	18
Director independence	20
Corporate governance documents	20
Audit committee’s review of independent auditor	22
Other key governance policies and practices	22
Shareholder nominee recommendations and nominee qualifications	24
Correspondence with the Board	24
Directors’ compensation	25
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: Advisory vote on frequency of future advisory votes to approve the compensation of our named executive officers	59

Proposal 4: Ratification of appointment of independent registered public accountant	60
Audit committee report	60
Fees of independent registered public accountant	61

Other matters	62
About the annual shareholder meeting	62
Questions and answers about the annual meeting	62
Voting matters	64
Requirements for submission of proxy proposals, nomination of directors and other business	65
Proxy solicitation	65
Schedule A: Reconciliation of operating income to adjusted operating income	67

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 sustainability, 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 on the following, among other topics:

• Our enhanced 2021 Sustainability Report

• How the Company, with oversight from the Board of Directors, managed the risks and impacts associated with COVID-19

• Shareholder advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers

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Dear fellow shareholders,

We are pleased to invite you to attend our 2022 Annual Shareholder Meeting, which is scheduled for Thursday, January 26, 2023, 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 and the matters that will be voted on at the meeting.

On behalf of the Board of Directors, thank you for your investment in Spire. We appreciate the responsibility and trust you place in us to help grow and guide our Company for continued success in the future. In fiscal year 2022, our management team focused on executing our business strategy, and looking at the future of the business to ensure we continue to provide value to our shareholders.

This year presented a variety of challenges, both at Spire and within the energy industry. Despite these challenges, we strove to deliver value for our shareholders, achieving net economic earnings of $3.86 per share. We also increased our annual dividend by 5.1%, making this the 20^thyear in a row we have increased our dividend.

As a Board, we remained focused on our oversight responsibilities, with an emphasis on identification and mitigation of material risks and further developing and implementing Company strategy. We are proud of our diverse Board and diversity continues to be a priority as we consider Board succession planning. The Board is focused on ensuring we have the right mix of diverse backgrounds, skills and experiences required to meet the Company’s evolving challenges. We’re committed to ensuring 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.

Spire is committed to interacting with investors to determine what information is important to them, enhancing disclosures and making environmental, social and governance (ESG) information even more accessible. In this proxy statement, we are highlighting our enhanced 2021 Sustainability Report (previously called our Corporate Social Responsibility Report), released in June 2022, where we included significant updates to our sustainability disclosures. We invite you to review that report for more information about these efforts.

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. | 2022 Proxy Statement

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Notice of
Annual Meeting
of Shareholders

January 26, 2023

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

This year’s meeting is a virtual shareholder meeting at www.virtualshareholdermeeting.com/SR2022

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 26, 2023, at 8:30 a.m. CST, online at www.virtualshareholdermeeting.com/SR2022, for the following purposes:

1.	To elect three members of the Board of Directors.
2.	To provide an advisory vote to approve the compensation of our named executive officers.
3.	To provide an advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers.
4.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accountant for the 2023 fiscal year.
5.	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, 2022.

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,

Courtney Vomund

Vice President,

Associate General Counsel and Corporate Secretary

December 14, 2022

Spire Inc. | 2022 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 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 the fifth-largest publicly traded natural gas company 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:

Drive	Safety	Inclusion	Integrity

We lean into change, showing the courage and grit to make it happen.	We keep our people, company, customers and communities safe.	We embrace and celebrate our differences to better understand each other and the world around us.	We do what’s right, every time.

COVID-19 response

As the pandemic extended into fiscal year 2022, we continued to prioritize the health and safety of our employees, customers and communities. The Board has maintained oversight over Spire’s response to the pandemic through regular reporting from management.

During the first two quarters of the fiscal year, we experienced a significant spike of COVID-19 cases in our workforce and we exerted significant efforts to prepare for compliance with various government mandates related to vaccination and testing. As we entered the second half of the fiscal year, we implemented a flexible work policy to initiate our return-to-work plans for the portion of our workforce that had been working remotely. We continued to follow strict safety protocols for all entry into customers’ homes and businesses to ensure we could continue to provide service safely and reliably to all customers.

Consistent with fiscal years 2020 and 2021, we did not furlough or lay off any employees in fiscal year 2022. 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.

Spire’s fiscal year 2022 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. During severe winter weather in fiscal 2021, we were successful in providing safe, reliable service for our utility service areas in addition to driving value from storage investments we made at Spire Marketing. For the fiscal year ended September 30, 2022, when weather was warmer in its operating territories, the Company reported consolidated net income of $220.8 million ($3.95 per diluted share), compared with $271.7 million ($4.96 per diluted share) in fiscal 2021. Net income decreased $50.9 million, driven by decreases of $38.6 million and $9.2 million in the Gas Utility and Gas Marketing segments, respectively. 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 31 and 32 of the Company’s Annual Report on Form 10-K for the year ended

www.SpireEnergy.com

Spire Inc. | 2022 Proxy Statement

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September 30, 2022 (the “2022 10-K”). NEE for fiscal 2022 was $216.3 million ($3.86 per diluted share), down from $266.3 million ($4.86 per diluted share) for fiscal 2021. The $50.0 million decline includes a $27.9 million decrease for the Gas Utility segment and a $20.0 million decrease in Gas Marketing. The results are discussed further beginning on page 32 of the 2022 10-K.

In millions, except per share amounts	Gas Utility			Gas Marketing			Other			Consolidated			Per diluted share**
Year ended September 30, 2022
Net income (loss) [GAAP]	$	198.6		$	35.6		$	(13.4	)	$	220.8		$	3.95
Adjustments, pre-tax:
Fair value and timing adjustments		—			(11.4	)		—			(11.4	)		(0.22	)
Income tax effect of adjustments*		4.1			2.8			—			6.9			0.13
Net economic earnings (loss) [non-GAAP]	$	202.7		$	27.0		$	(13.4	)	$	216.3		$	3.86
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

*	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 and, in the case of fiscal 2022, includes a Spire Missouri regulatory adjustment.
**	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 2022 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

$220.8M

$216.3M

$3.95

$3.87

$3.86

$2.74

GAAP

Down from
$271.7 million
for FY21

NON-GAAP

Down from
$266.3 million
for FY21

GAAP

Down from
$4.96 for FY21

NON-GAAP

Down from
$4.87 for FY21

NON-GAAP

Down from
$4.86 for FY21

Up from
$2.60 for FY21

Executive compensation

The Company is committed to its pay-for-performance philosophy. Adjusted operating income is the key metric used to determine funding under our Annual Incentive Plan (“AIP”) beginning in 2022. 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 2022 target AIP opportunity and the fair market value of the equity awards made during fiscal year 2022. Further, the value of the equity incentive award, the largest portion of incentive pay, is based on long-term performance.

Sustainability

We issued our fourth annual Sustainability Report (previously called our Corporate Social Responsibility Report) in June 2022. In this report, we expanded our sustainability focus and increased our related disclosures on environmental, social and governance (ESG) topics. We also included reporting under the Sustainability Accounting Standards Board (SASB) standards for the first time in fiscal year 2022, and we began providing disclosures

Spire Inc. | 2022 Proxy Statement

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aligned with the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations. In addition, we held our first investor sustainability call to discuss highlights from the report and give investors the opportunity to ask questions about our sustainability efforts. We remain committed to enhancing and expanding our disclosures each year to create an even more robust and transparent view of our overall sustainability strategy and plans.

In fiscal year 2022, 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 ESG 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 26, 2023 Check-in beginning 8:15 a.m. CST	Virtually at www.virtualshareholdermeeting.com/SR2022	November 30, 2022

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	29
Provide advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers		ONE YEAR	59
Ratification of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accountant for fiscal year 2023		FOR	60

www.SpireEnergy.com

Spire Inc. | 2022 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	Maria V. Fogarty	Edward L. Glotzbach	Carrie J. Hightman
Retired Chief Executive Officer and Board Member DCP Midstream Partners LP Age: 68 Director since: 2014 Committees:	Retired Senior Vice President, Internal Audit and Compliance NextEra Energy, Inc. Age: 63 Director since: 2014 Committees:	Nominee Retired Vice Chairman, Mergers and Acquisitions Information Services Group Age: 74 Director since: 2005 Committees:	Retired Executive Vice President and Chief Legal Officer NiSource Inc. Age: 65 Director since: 2021 Committees:



Rob L. Jones	Brenda D. Newberry	Stephen S. Schwartz
Nominee Retired Co-Head Bank of America Merrill Lynch Commodities, Inc. Age: 64 Director since: 2016 Committees:	Retired Chairman of the Board The Newberry Group Age: 69 Director since: 2007 Committees:	President and Chief Executive Officer Azenta, Inc. Age: 63 Director since: 2018 Committees:



Suzanne Sitherwood	John P. Stupp Jr.	Mary Ann Van Lokeren*
President and Chief Executive Officer Spire Inc. Age: 62 Director since: 2011 Committees:	Nominee Chairman, President and Chief Executive Officer Stupp Bros., Inc. Age: 72 Director since: 2005 Committees:	Retired Chairman and Chief Executive Officer Krey Distributing Co. Age: 75 Director since: 2000 Committees:

Chair Audit Compensation and Human Resources Corporate Governance Strategy

*	In accordance with our director retirement policy set forth in the Company’s Corporate Governance Guidelines, Ms. Van Lokeren, who is 75, is expected to tender her resignation at the 2022 annual meeting.

Spire Inc. | 2022 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 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.

Advisory vote on frequency of future advisory votes to approve the compensation of our named executive officers (page 59)

Every six years, we are required to seek a shareholder advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers as disclosed in this proxy statement. We continue to recommend that this vote occur annually. 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 on the frequency of this vote. The Board recommends the advisory vote to approve the compensation of our named executives be held every year, but you are free to vote one of four choices for this proposal on the proxy card: “One Year,” “Two Years,” “Three Years,” or “Abstain.”

Ratification of appointment of independent registered public accountant (page 60)

We are asking shareholders to ratify the selection of Deloitte as our independent registered public accountant for fiscal year 2023. The table contains summary information with respect to Deloitte’s fees for services provided in fiscal years 2022 and 2021.

	2022		2021
Audit fees	$	2,500,000	$	2,425,000
Audit-related fees		243,000		163,200
Tax fees		37,654		34,350
All other fees		1,895		1,895
Total	$	2,782,549	$	2,624,445

www.SpireEnergy.com

Spire Inc. | 2022 Proxy Statement

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Proposal 1: Election of directors

The Board of Directors is divided into three classes. Directors Glotzbach, Jones and Stupp, whose terms will expire upon the election of directors at the meeting on January 26, 2023, have been nominated to stand for reelection for terms expiring upon the election of their successors in January 2026 or their earlier removal or resignation from office. Mr. Glotzbach is expected to tender his resignation in January 2024 due to Spire’s mandatory director retirement

rules. 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 2026

Edward L. Glotzbach
Age: 74 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. Mr. Glotzbach, who will be 75 years old prior to the 2023 annual meeting, is expected to tender his resignation at the 2023 annual meeting in accordance with the director retirement policy set forth in the Company’s Corporate Governance Guidelines. At such time, the Board may, pursuant to the Company’s bylaws, fill the vacancy for the unexpired term resulting from Mr. Glotzbach’s retirement or decrease the size of the Board. 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

Rob L. Jones
Age: 64 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. He 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 the conflicts committee.

Chair Audit Compensation and Human Resources Corporate Governance Strategy

Spire Inc. | 2022 Proxy Statement

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John P. Stupp Jr.

Age: 72

Director since: 2005

Independent

Committees:

Mr. Stupp has been president of Stupp Bros., Inc. since March 2004, 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 into 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.

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

Directors with terms expiring in 2024

Mark A. Borer
Age: 68 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: From 2017 to 2022, Mr. Borer served on the board of Altus Midstream Company, where he served on the audit committee and conflicts committee. His service on the Altus Midstream board ended in February 2022.

Maria V. Fogarty
Age: 63 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

Chair Audit Compensation and Human Resources Corporate Governance Strategy

www.SpireEnergy.com

Spire Inc. | 2022 Proxy Statement

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Stephen S. Schwartz

Age: 63

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, and on October 1, 2010, he became chief executive officer. In 2022, Brooks Automation, Inc. separated its business into two different public companies, and Dr. Schwartz continues as president and chief executive officer of one of those companies, Azenta, Inc.

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 served on the board of Brooks Automation, Inc. After the company split in 2022, Dr. Schwartz no longer serves on the board of Brooks Automation, Inc. and instead serves on the board of Azenta, Inc.

Directors with terms expiring in 2025

Carrie J. Hightman
Age: 65 Director since: 2021 Independent Committees:		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 Inc. 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, as well as her experience as a lawyer, add a new dimension and fresh perspectives to the Board. Other public directorships: None

Brenda D. Newberry
Age: 69 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. She has obtained the NACD Directorship Certification, as well as the CERT Certificate in Cyber-Risk Oversight. Other public directorships: None

Chair Audit Compensation and Human Resources Corporate Governance Strategy

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Suzanne Sitherwood

Age: 62

Director since: 2011

Management

Committee:

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 utilizes her knowledge of the energy markets in overseeing the development of the Company’s long-term strategy.

Other public directorships: Ms. Sitherwood was a director at Alcoa Corporation (“Alcoa”) from 2016 until her board service ended in July 2022.

Other directorships: Ms. Sitherwood was a director at the Federal Reserve Bank of St. Louis, where she served as chair of the board from 2016 until her board service ended in December 2021.

Director with term expiring in 2023

Mary Ann Van Lokeren

Age: 75

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. In accordance with the director retirement policy set forth in the Company’s Corporate Governance Guidelines, Ms. Van Lokeren, who is 75, is expected to tender her resignation at the 2022 annual meeting. At this time, the Board does not plan to fill the vacancy created by her resignation and intends to pass a resolution to decrease the size of the board from 10 to nine directors.

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: Ms. Van Lokeren retired from the board of Masco Corporation in May 2018.

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

Spire Inc. | 2022 Proxy Statement

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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 a diverse Board of Directors.

Director	Skills*	Age	Tenure	# of other public company boards	Independent	Racially/ Ethnically diverse	Gender diverse	Veteran status
Borer		68	9	0
Fogarty		63	9	0		⁽¹⁾	⁽²⁾
Glotzbach		74	18	0
Hightman		65	1	0			⁽²⁾
Jones		64	7	1
Newberry		69	16	0		⁽³⁾	⁽²⁾
Schwartz		63	4	1
Sitherwood		62	12	0	CEO		⁽²⁾
Stupp		72	18	1
Van Lokeren**		75	23	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
**	In accordance with the director retirement policy set forth in the Company’s Corporate Governance Guidelines, Ms. Van Lokeren, who is 75, is expected to tender her resignation at the annual meeting.

Finance

Strategy/M&A

Audit/Risk management

Regulatory/Government

Regulated utility

Commodity marketing

Public company operating

Legal/Governance/Compliance

Cybersecurity

Environmental

Human resources/DEI

Spire Inc. | 2022 Proxy Statement

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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 alignment 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 committees 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 $600,000; 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, 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
ESG oversight		• The Board has assumed formal oversight of ESG issues, and has assigned specific oversight duties to the Board committees (environmental and supplier diversity are overseen by the strategy committee; diversity, equity and inclusion is overseen by the compensation and human resources committee; and governance is overseen by the corporate governance committee)

*	This information does not reflect the anticipated resignation of Ms. Van Lokeren at the 2022 annual meeting in accordance with our director retirement policy.

Board and committee structure

Our Board currently consists of 10 directors, nine of whom are independent. As discussed above, Ms. Van Lokeren is expected to resign from the Board at the 2022 annual meeting in accordance with our director retirement policy. 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 Mr. Glotzbach is expected to retire from the Board in 2024 due to reaching

Dear fellow shareholders,

Notice of Annual Meeting of Shareholders

Proxy statement summary

Who we are

COVID-19 response

Spire’s fiscal year 2022 corporate performance

Our 2022 results

Executive compensation

Sustainability

Annual meeting of shareholders

How to vote

Voting matters

Nominees for election (page 9)

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

Advisory vote on frequency of future advisory votes to approve the compensation of our named executive officers (page 59)

Ratification of appointment of independent registered public accountant (page 60)

Proposal 1: Election of directors

Information about the nominees and directors

Nominees for term expiring in 2026

Directors with terms expiring in 2024

Directors with terms expiring in 2025

Director with term expiring in 2023

Qualifications required of all directors

Board skills and composition matrix

Governance

Corporate governance at a glance

Board and committee structure

Notice of
Annual Meeting
of Shareholders

SEC Form DEF 14A filed by Spire Inc.