UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

 

SCHEDULE 14A

 

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

(Amendment No.     )

 

Filed by the Registrant

Filed by a Party other than the Registrant

 

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

 

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):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of contents

 

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

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^th year 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.

 

 

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Notice of
Annual Meeting
of Shareholders

 

 

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Proxy statement summary

 

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

 

Who we are

 

At Spire, we believe energy exists to help people. To warm homes, grow businesses and move communities forward. Every day, we’re inspired by our vision to make the breakthroughs today that will energize tomorrow.

 

As 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

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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

 

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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

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Nominees for election (page 9)

 

 

 

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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

 

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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

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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

13

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 the mandatory director retirement age, succession planning for the chair of the Board will be a focus in 2023.

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

14

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 fiscal year 2022, there were nine 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 (other than Ms. Hightman, who did not join any committees until January 2022), and all directors attended the last annual meeting of shareholders.

 

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

 

Board evaluation process

 

How we evaluate our Board, committee and individual director performance

 

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

 

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

 

The corporate governance committee supports the Board in its development and maintenance of the Board succession plan. Each year, the corporate governance committee leads the Board in discussions regarding whether the Board possesses the appropriate mix of experiences, skills, attributes and tenure it needs to provide oversight and direction in light of the Company’s current and future business environment and strategic direction, all with the objective of recommending a group of directors that can best continue our success and represent our shareholders’ interests. 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.

 

Director onboarding and continuing education

 

In an effort to ensure the directors possess the necessary and appropriate skills and knowledge, all incoming directors participate in the Company’s orientation for new directors, 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 new legal and regulatory requirements that apply to the Company and industry updates. During the Board’s strategy sessions, directors hear presentations from, and engage in discussions with, speakers on numerous strategic and educational topics.

 

Spire Inc.  |  2022 Proxy Statement

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

 

Board committees and their membership

 

The following chart shows the fiscal year 2022 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		5		4		3
Borer		—		100%		—		100%
Fogarty		100%		—		100%		—
Glotzbach		100%		100%		—		100%
Hightman*		75%		—		—		66%
Jones		100%		—		—		100%
Newberry		100%		—		100%		—
Schwartz		—		—		100%		100%
Sitherwood		—		—		—		100%
Stupp		—		100%		100%		—
Van Lokeren		—		100%		100%		—

*

Ms. Hightman was elected to the Board in November 2021, but was not appointed to any committees until January 2022. Accordingly, she did not attend any committee meetings in the first quarter of fiscal year 2022, but she did attend 100% of the meetings that occurred during the remainder of the fiscal year.

 

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 Ms. Hightman Mr. Jones Ms. Newberry Meetings in fiscal 2022: 4		Key responsibilities: The audit committee: •  Assists the Board 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; •  Assists the Board in monitoring the independence and performance of the independent registered public accountant and the internal audit department; and •  Assists the Board in overseeing the operation of the Company’s 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 60.

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

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Compensation and human resources committee

Members: Mr. Borer (Chair) Mr. Glotzbach Mr. Stupp Ms. Van Lokeren Meetings in fiscal 2022: 5		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; •  Oversees the Company’s diversity, equity and inclusion initiatives; •  Oversees the investments of the qualified defined benefit pension plans; and •  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 2022. 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 2022: 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; •  Makes recommendations to the Board regarding director compensation, with input from Semler Brossy; •  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 Sustainability 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 Ms. Hightman Dr. Schwartz Ms. Sitherwood Meetings in fiscal 2022: 3

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; •  Oversees the Company’s strategy in the areas of innovation, investment, acquisitions and development opportunities, and public affairs; and •  Oversees the plan and efforts to be a carbon neutral company by midcentury, as well as other related environmental and supplier diversity initiatives.

 

Spire Inc.  |  2022 Proxy Statement

17

ESG oversight

 

The Board has delegated authority and responsibility for oversight of environmental, social and governance (ESG) issues to the compensation and human resources, corporate governance and strategy committees as follows:

 

Compensation and human resources committee		Corporate governance committee		Strategy 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. •  Oversees executive succession planning structure and efforts to ensure the Company is ready for retirements and unplanned vacancies.		•  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. •  Oversees the development of the Sustainability Report.		•  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 the Company’s supplier diversity program.

 

Risk oversight

 

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

 

Audit committee		Compensation and human resources committee		Corporate governance committee		Strategy committee
Oversees risks associated with financial and accounting matters, including: •  Compliance with all legal and regulatory requirements; and •  Internal control over financial reporting.		Oversees risks associated with: •  The Company’s compensation policies and practices, and ensures 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.		Oversees risks associated with corporate governance, including: •  Board leadership structure; •  Director succession planning; and •  The Sustainability Report.		Oversees risks associated with the Company’s: •  Long-range plan, investment strategies, capital structure and financial needs; •  Growth strategies; and •  Plan and efforts to be a carbon neutral company by midcentury, as well as other related environmental initiatives.

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

18

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, executive leadership and several other leaders across the Company who guide the effort to develop, document and maintain risk mitigation plans. A risk committee also meets throughout the year to assist in identifying, prioritizing and monitoring risks.

 

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

 

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

 

Compensation risk assessment

 

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

 

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

 

The assessment also considers the risk mitigation impact of stock ownership guidelines and retention requirements, Company stock trading and blackout policies, the use of multiple types of metrics, the caps set on incentive compensation, and the role of the compensation and human resources committee and its independent consultant.

 

Management regularly assesses risks related to our compensation programs, including our executive compensation programs. At the compensation and human resources committee’s direction, its independent compensation consultant Semler Brossy and management provide ongoing information regarding compensation factors that could mitigate or encourage excessive risk-taking.

 

In fiscal year 2022, management determined, and the compensation and human resources committee agreed, that the risks relative to the Company’s compensation policies and practices would not result in a material adverse effect on the Company.

 

Spire Inc.  |  2022 Proxy Statement

19

Director independence

 

The Board of Directors believes a majority of the directors should be independent and determined the following members were independent: Borer, Fogarty, Glotzbach, Hightman, Jones, Newberry, Schwartz, Stupp and Van Lokeren. Ms. Sitherwood, the Company’s president and chief executive officer, is the only non-independent member of the Board. In determining the independence of directors, the Board found that none of the directors, other than 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 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 the performance of the chief executive officer, executive succession planning, executive compensation matters, Board succession planning and the Company’s strategy.

 

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

 

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 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

 

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;

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

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•	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 75th birthday; 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 corporate governance committee reviews all such transactions, regardless of amount. Based on its consideration of all the relevant facts and circumstances, the committee will decide whether or not to approve the transaction and will approve only those transactions it determines to be in the best interest of the Company.

 

If the Company becomes aware of an existing transaction with a related party that has not been approved under the policy, the matter will be referred to the committee. The committee will evaluate all options available, including 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 2022 requiring committee action.

 

Policy Regarding the Approval of Independent Registered Public Accountant Provision of Audit and Non-Audit Services

 

Consistent with Securities and Exchange Commission (“SEC”) requirements regarding accountant independence, the audit committee recognizes the importance of maintaining the independence, in fact and appearance, of our independent registered public accountant. To this end, the audit committee adopted a policy to pre-approve all audit and permissible non-audit services provided by the independent accountant.

 

Under the policy, the committee or its designated member must pre-approve services prior to commencement of the specified service. Any pre-approvals by the designated member between meetings will be reported to the audit committee at its next meeting. The requests for pre-approval are submitted to the audit committee or its designated member, as applicable, by both the independent accountant and the Company’s chief financial officer or designee and must include (i) written description of the services to be provided in detail sufficient to enable the audit committee to make an informed decision with regard to each proposed service, and (ii) joint statement as to whether, in their view, the request or application is consistent with the SEC’s and Public Company Accounting Oversight Board’s (“PCAOB”) rules on auditor independence.

 

The pre-approval fee levels are established and reviewed by the audit committee periodically, primarily through a quarterly report provided to the audit committee by management. Any proposed services exceeding these levels require specific pre-approval by the audit committee. Generally, after review of the pre-approved services incurred each quarter, the audit committee resets the pre-approval dollar level. At each regularly scheduled audit committee meeting, the audit committee 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.

 

Spire Inc.  |  2022 Proxy Statement

21

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.

 

Other key governance policies and practices

 

Plurality voting

 

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

 

Director resignation

 

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

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

22

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 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 to identify and recruit Carrie J. Hightman, who joined the Board in November 2021. Ms. Hightman brings to the Board extensive experience with regulated industries, in particular through her time working as an executive for NiSource Inc. With Ms. Van Lokeren’s expected retirement in January 2023, the Board plans to begin a search for new directors in early 2023.

 

Management succession planning

 

A key responsibility of the CEO and the Board is ensuring an effective process is in place to provide continuity of leadership over the long term at all levels of the Company. 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 to allow directors to personally assess candidates. Although Spire prefers to develop successors from existing employees, the Company may recruit externally if doing so would better suit strategic needs.

 

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

 

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 were it not for financial statement errors, fraud or intentional, willful or gross misconduct.

 

Spire Inc.  |  2022 Proxy Statement

23

Prohibition of hedging/pledging of stock

 

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

 

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. Mr. Glotzbach is also accessible to management on an as-needed basis between monthly meetings to provide guidance and oversight on key, time-sensitive issues. Committee chairs are similarly available to management on an as-needed basis.

 

Shareholder outreach

 

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

 

Shareholder nominee recommendations and nominee qualifications

 

Shareholders who wish to recommend nominees for the 2023 annual meeting to the corporate governance committee should make their submission to the committee no later than October 28 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.

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

24

Directors’ compensation

 

The corporate governance committee periodically reviews director compensation relative to data of the Company’s comparator group provided by its independent consultant, which was Semler Brossy during fiscal year 2022. The basic retainers and fees payable in fiscal year 2022 are set forth below. No retainers or fees are paid to directors who are executives or employees of the Company and its subsidiaries.

 

Annual Board cash retainer			$100,000
Annual Board stock retainer			120,000
Chair of the Board annual retainer			100,000
Audit committee chair annual retainer			15,000
Compensation and human resources committee chair annual retainer			15,000
Corporate governance committee chair annual retainer			13,000
Other committee chair annual retainer			13,000

 

The amount and form of the annual Board retainer are fixed annually by vote of the Board. Each year, the corporate governance committee reviews peer and market research on amounts and structure of board of director fees and makes a recommendation to the Board regarding the amount and structure of the Board fees.

 

Since February 1, 2022, the annual retainer has been $220,000, of which the cash portion is $100,000 and $120,000 is payable in shares of our common stock. The number of shares is determined by dividing the total equity grant value by the closing stock price of our common stock on the grant date and rounding to the nearest 10 shares. There are no additional meeting fees. The directors’ stock ownership requirement is six times the annual cash retainer.

 

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

 

The Board has imposed a limit of $400,000 per director on the annual amount of the restricted stock retainer that could be approved by the Board for payment to independent directors. The table below discloses the compensation paid or earned by all those who served as Company directors in fiscal year 2022. Not included in the table is the Retirement Plan for Non-Employee Directors, in which participation and benefits have been frozen since November 1, 2002. Under that plan, a non-employee director who had at least five years of service as a director of the Company or its predecessor as of November 1, 2002, qualified for an annual payment after retirement in an amount equal to the Board retainer on November 1, 2002 ($18,000), with such payments being made for the longer of 10 years or life. The only current director eligible for benefits under the plan is Ms. Van Lokeren.

 

Name		Fees earned or paid in cash				Stock awards		(1)		Nonqualified deferred compensation earnings		(2)		Total
Borer		$	123,313			$	120,021			$	21,661			$	264,995
Fogarty			123,313				120,021				12,077				255,411
Glotzbach			213,313				120,021				162,570				495,904
Hightman			87,838				120,021				–				207,859
Jones			121,312				120,021				–				241,333
Newberry			111,313				120,021				11,986				243,320
Schwartz			98,313				120,021				–				218,334
Stupp			98,313				120,021				–				218,334
Van Lokeren			108,313				120,021				188,385				416,719

(1)

Amounts calculated are the grant date fair value of awards granted during the fiscal year using the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, “Compensation—Stock Compensation” (FASB ASC Topic 718). See Note 3, Stock-Based Compensation, of the Notes to Consolidated Financial Statements in the 2022 10-K for a discussion regarding the manner in which the fair value of these awards is calculated, including assumptions used.

 

Spire Inc.  |  2022 Proxy Statement

25

The table below provides more details relative to the restricted stock awards made under the 2015 Equity Incentive Plan that vested in fiscal year 2022:

 

Name

Number of shares awarded in fiscal year 2022

Number of phantom shares awarded in fiscal year 2022

Aggregate number of shares awarded and not vested at 2022 fiscal year end

Borer

1,810

–

–

Fogarty

1,810

–

–

Glotzbach

–

1,810

–

Hightman

1,810

–

–

Jones

1,810

–

–

Newberry

1,810

–

–

Schwartz

–

1,810

–

Stupp

–

1,810

–

Van Lokeren

1,810

–

–

	The February 2022 grants of 1,810 restricted shares or phantom units under the 2015 Equity Incentive Plan had a six-month vesting requirement and vested on August 1, 2022, for all non-employee directors.
(2)	Represents above-market earnings in fiscal year 2022 on deferrals of fees and retainers by participating directors in the Deferred Income Plan.

 

Beneficial ownership of Spire stock

 

The following table shows, as of November 1, 2022 (unless otherwise noted), the number of shares of our common and preferred stock beneficially owned by (i) each person known to the Company to be the beneficial owner of more than 5% of the Company’s common stock, (ii) each current director and director nominee, (iii) each named executive officer listed in the “Summary compensation table” and (iv) all directors, nominees and executive officers as a group.

 

Amount and nature of ownership

 

Name		Common shares beneficially owned		(1)		Percentage of common shares beneficially owned		Depositary shares of Series A preferred stock beneficially owned			Percentage of Series A preferred shares beneficially owned		Phantom shares owned		(15)
American Century Companies, Inc.			7,817,315	(13)		14.89%		–						–
BlackRock, Inc.			6,211,603	(12)		11.83%		–						–
The Vanguard Group, Inc.			5,172,727	(14)		9.85%		–						–
M. A. Borer			12,710	(2)		*		–						2,090
M. C. Darrell			54,751	(3)		*		–						12,829
M. V. Fogarty			14,800	(4)		*		–						–
M. C. Geiselhart			26,252	(3)		*		–						12,303
E. L. Glotzbach			30,332	(5)		*		8,000	(6)		*			–
C. J. Hightman			1,839	(7)		*		–						–
R. L. Jones			11,000			*		–						–
S. L. Lindsey			48,365	(3)		*		–						10,014
B. D. Newberry			25,650			*		–						–
S. P. Rasche			38,866	(3)(8)		*		9,500			*			9,686
S. S. Schwartz			1,470			*		–						4,890
S. Sitherwood			119,741	(3)(9)		*		–						67,036
J. P. Stupp			1,121,160	(10)		2.13%		–						4,890
M. A. Van Lokeren			31,385	(11)		*		–						–
All directors and executive officers as a group (14)			1,538,321			2.93%

*	Less than 1%.

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

26

(1)	Except as otherwise indicated, each person has sole voting and investment power with respect to all the shares listed.
(2)	These shares are held in a revocable family trust of which Mr. Borer and his spouse are trustees and share voting and dispositive power.
(3)	Includes restricted non-vested shares granted under the 2015 Equity Incentive Plan, as to which a recipient has sole voting power and no current investment power as follows: S. L. Lindsey – 3,315; S. P. Rasche – 6,390. Includes 2,451 shares held by Mr. Rasche’s account in the 401(k) plan.
(4)	Other than the 1,810 shares that vested on August 1, 2022, these shares are held in a revocable family trust of which Ms. Fogarty and her spouse are trustees and share voting and dispositive power.
(5)	25,440 of these shares are held in an irrevocable family trust of which Mr. Glotzbach and his spouse are trustees and share voting and dispositive power; the remainder are held in an IRA account over which Mr. Glotzbach has sole voting and dispositive power.
(6)	These shares are held in an irrevocable trust of which Mr. Glotzbach and his spouse are trustees and share voting and dispositive power.
(7)	Includes 29 shares held in Ms. Hightman’s IRA over which Ms. Hightman has sole voting and dispositive power.
(8)	Includes 34,065 shares held in a revocable family trust of which Mr. Rasche and his spouse are trustees and share voting and dispositive power.
(9)	These shares are held in an irrevocable trust of which Ms. Sitherwood is not a trustee.
(10)	Includes 1,104,000 shares owned by Stupp Bros., Inc. Mr. Stupp is a director and executive officer of Stupp Bros., Inc. and has an interest in a voting trust that controls 100% of the stock of Stupp Bros., Inc., which is located at 3800 Weber Road, St. Louis, MO 63125. The Stupp Bros., Inc. shares are subject to a negative pledge.
(11)	These shares are held in a revocable trust of which Ms. Van Lokeren is the trustee.
(12)	Information provided as of December 31, 2021, in Schedule 13G filed on January 28, 2022, by BlackRock, Inc., whose address is 55 East 52nd Street, New York, NY 10055. The report indicates that it has 5,890,175 shares with sole voting power, 6,211,603 shares with sole dispositive power, and no shares with shared voting power or shared dispositive power. The subsidiaries included in the report were as follows:

BlackRock (Netherlands) B.V.	BlackRock Fund Advisors†
BlackRock Advisors, LLC	BlackRock Institutional Trust Company, N.A.
BlackRock Asset Management Canada Limited	BlackRock Investment Management (Australia) Limited
BlackRock Asset Management Ireland Limited	BlackRock Investment Management (UK) Limited
BlackRock Asset Management Schweiz AG	BlackRock Investment Management, LLC
BlackRock Financial Management, Inc.	BlackRock Life Limited
Aperio Group, LLC	BlackRock Advisors (UK) Limited
BlackRock Fund Managers Ltd.

†	BlackRock Fund Advisors is a subsidiary of BlackRock, Inc. and beneficially owns 5% or greater of the outstanding shares of the Company’s stock according to the report. No other subsidiary included in the report owns 5% or greater of the outstanding shares of the Company’s stock according to the report.

(13)	Information provided as of November 30, 2022, in Schedule 13G filed on December 7, 2022, by American Century Companies, Inc. (“ACC”), whose address is 4500 Main Street, 9th Floor, Kansas City, MO 64111. The report indicates that it has 7,179,654 shares with sole voting power, 7,817,315 shares with sole dispositive power, and no shares with shared voting power or shared dispositive power. ACC is controlled by Stowers Institute for Medical Research, which is a beneficial owner of securities that are the subject of the report. American Century Investment Management, Inc. is a wholly owned subsidiary of ACC and an investment adviser registered under §203 of the Investment Advisers Act of 1940.
(14)	Information provided as of February 28, 2022, in Schedule 13G filed on March 9, 2022, by The Vanguard Group, Inc., whose address is 100 Vanguard Blvd., Malvern, PA 19355. The report indicates that it has 0 shares with sole voting power, 5,061,239 shares with sole dispositive power, 64,119 shares with shared voting power and 111,488 shares with shared dispositive power.
(15)	For executive officers and non-employee directors, respectively, this column includes time-based restricted stock grants that were deferred by the respective executive officer or non-employee director pursuant to the terms of Spire’s Deferred Income Plan and, therefore, granted as phantom shares. Phantom shares are payable in cash and do not have voting rights. The phantom shares owned by the executive officers have not yet vested.

 

The following table sets forth aggregate information regarding the Company’s equity compensation plan as of September 30, 2022.

 

Plan category		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders(1)		329,686		$–		277,697
Equity compensation plans not approved by security holders		–		–		–
Total		329,686		$–		277,697

(1)	Reflects the Company’s 2015 Equity Incentive Plan.

 

Information on the above-referenced equity incentive plan is set forth in Note 3, Stock-Based Compensation, of the Notes to Consolidated Financial Statements in the 2022 10-K.

 

Spire Inc.  |  2022 Proxy Statement

27

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

 

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

 

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

 

Stock ownership guidelines

 

Directors	6x annual cash retainer
Chief executive officer	6x base salary
Executive vice presidents	3x base salary
Senior vice presidents	2x base salary
All other officers	1x base salary

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

28

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

 

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

 

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

 

•	Recoupment: Our policy 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 were it not for financial statement errors, fraud or intentional, willful or gross misconduct.
•	Prohibition of hedging/pledging of stock: Our policy on the purchase and sale of securities prohibits executive officers and Board members from (i) entering into hedging transactions with respect to Company securities, including, without limitation, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities; and (ii) holding Company stock in a margin account or pledging Company stock as collateral for a loan.
•	Stock ownership requirements: Our stock ownership requirements, which are outlined on page 28, further strengthen the alignment of our executives with our shareholders.
•	Compensation balance: Most of the compensation to the named executive officers is aligned with corporate performance in areas related to our customers, our shareholders and our employees. The Company seeks to balance short-term (cash) and longer-term (equity) compensation opportunities to ensure the Company meets short-term objectives while continuing to produce value for its shareholders over the long term.
•	Independent compensation consultant: The compensation and human resources committee’s consultant is independent.
•	Modest perquisites: The Company’s use of perquisites is modest.
•	Caps on incentive awards: We have limits on incentive compensation, which cap all potential annual incentive plan awards at 150% of target and all equity incentive plan awards at 200% of target.
•	No employment agreements or excise tax gross-up: The Company does not enter into employment agreements or provide excise tax gross-up protections.
•	No additional years of service credited: The supplemental pension plans are traditional plans that cover the compensation not included in the qualified pension plan due solely to tax limitations, and do not otherwise factor in additional compensation or additional years of service.

 

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

 

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

 

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

 

Spire Inc.  |  2022 Proxy Statement

29

Executive compensation

 

Table of contents
Compensation Discussion and Analysis (“CD&A”)		30
Our named executive officers		30
Executive summary		31
Compensation overview and philosophy		32
Best practices in executive compensation		32
Components of executive compensation		33
Summary of 2022 compensation decisions for NEOs		34
Analysis of 2022 compensation decisions and actions		37
Executive compensation governance		41
Severance and change in control		45
Other Company-provided benefits		46
Tax implications of the Committee’s compensation decisions		46
Accounting information		47
Compensation and human resources committee report		47
Executive compensation tables		48
CEO pay ratio		58

 

Compensation Discussion and Analysis (“CD&A”)

 

This CD&A contains a detailed description of the Company’s executive compensation program, including our compensation philosophy, the elements of compensation we provide to our named executive officers (“NEOs”), the process undertaken to determine awards of compensation and the actual compensation provided to our NEOs in fiscal year 2022.

 

Our named executive officers

 

The Company’s NEOs for fiscal year 2022 were:

 

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

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

30

Executive summary

 

2022 Company performance

 

The compensation and human resources committee (“Committee”) believes the actions taken by the Company’s chief executive officer (“CEO”) and management team throughout fiscal year 2022 positively impacted the Company’s results and positioned the Company for continued success. Please see the discussion of Spire’s fiscal year 2022 corporate performance on page 4 for more information about the financial results that affected compensation outcomes for fiscal year 2022. Similar to fiscal years 2020 and 2021, the Committee determined that no adjustments to executive compensation were needed in relation to the COVID-19 pandemic.

 

Alignment of pay and performance

 

The Company is committed to a pay-for-performance philosophy, and amounts earned by the NEOs under the Annual Incentive Plan (“AIP”) have a direct correlation to corporate performance. Beginning in fiscal year 2022, adjusted operating income is the key metric used to determine funding under the Company’s AIP. Further explanation of adjusted operating income is provided on page 37 of this proxy statement. Prior to fiscal year 2022, the metric used to determine funding was net economic earnings per share, which is still used as a metric for the long-term incentive plan, and is further discussed on page 38 of this proxy statement.

 

The Company also emphasizes pay for performance by placing a majority of the NEOs’ target total direct compensation (“TTDC”) at risk through the annual and long-term incentive plans. TTDC includes base salary as of the end of fiscal year 2022, the 2022 target AIP opportunity and the fair market value (target shares multiplied by grant date fair value) of awards granted under the 2015 Equity Incentive Plan (“EIP”) during fiscal year 2022. Furthermore, the value of the equity incentive awards, the largest portion of incentive pay, is based on the Company’s long-term performance. The graph below shows the mix of fixed (base pay) and at-risk (annual and long-term incentive) pay.

 

 

Spire Inc.  |  2022 Proxy Statement

31

Compensation overview and philosophy

 

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

 

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

 

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

 

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

 

The Committee considered the results of the January 2022 shareholder advisory “say-on-pay” vote when making compensation decisions. A majority (96.85%) of the votes cast approved the compensation program described in the Company’s 2021 proxy statement. The judgment of the Committee, which included taking into account the support from the shareholder vote, was that no significant changes to the executive compensation program were warranted as a direct result of shareholder feedback.

 

Best practices in executive compensation

 

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

 

www.SpireEnergy.com	Spire Inc.  |  2022 Proxy Statement	32

Components of executive compensation

 

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

 

Element		Purpose/Objective		Key features		Performance measures
Base salary		Designed to attract and retain key executive talent and to reward leadership effectiveness		•  Fixed portion of annual compensation		Based on factors deemed relevant by the Company, including: •  job responsibilities and performance in his or her position •  level of experience and expertise in a given area •  role in developing and executing corporate strategy •  current leadership •  comparison of salaries for similar positions at comparator companies
Annual cash incentive		Designed to motivate and reward short-term annual results tied to corporate, safety and individual performance objectives		•  Targets are a percentage of base salary, and awards are paid in cash •  Actual payouts may range between 0%-150% of target, based on actual results relative to metrics		Varied weightings of corporate and individual performance metrics, depending on the individual’s role and position within the Company, and standard weighting of safety metric for all executives
Long-term incentives		Designed to encourage retention and further tie executive compensation to stock appreciation and long-term company performance		•  25% time-based restricted shares (“TBRSs”)		Three-year cliff vesting period to encourage retention and further tie executive compensation to stock appreciation during that vesting period
				•  75% performance-contingent stock units (“PCSUs”) •  Actual payouts may range between 0%-200% of target, based on actual results relative to metrics		PCSUs vest based on the average net economic earnings per share over a three-year period, as well as total shareholder return performance relative to peer group over the same period. These metrics are weighted at 25% of the award being based on average net economic earnings per share, and 75% of the award being based on relative total shareholder return. Prior to fiscal year 2022, these metrics were weighted at 50% each.

 

In making decisions about compensation, the Committee reviews market and peer group data, as well as additional analysis provided by the Committee’s independent compensation consultant. The Committee also considers the role, experience and expertise of each executive officer. Using this data, the Committee determines whether to make certain market adjustments to base salaries and sets target opportunities under the annual and long-term incentive programs that, when combined, produce TTDC that is consistent with the Company’s compensation philosophy.

 

Spire Inc.  |  2022 Proxy Statement

33

Summary of 2022 compensation decisions for NEOs

 

Below is a summary of the pay actions that were taken for the Company’s NEOs in fiscal year 2022, as well as a description of their individual achievements that formed the basis of the individual performance metric for their annual incentive awards.

 

Suzanne Sitherwood  | President and Chief Executive Officer

 

 

Age: 62   Spire experience: 12 years		Individual performance:   •  Oversaw Spire’s various gas businesses in a challenging year, contributing to basic net economic earnings per share of $3.87 •  Provided leadership through unprecedented challenges and opportunities throughout the fiscal year in connection with events such as legal challenges to the Spire STL Pipeline and the Missouri rate case •  Received 7(c) certificate for expansion of Spire Storage West and began that expansion in FY22 •  Led successful 2022 strategy session to refine corporate and business unit strategies •  Led Spire’s efforts to proactively address market forces shaping and changing the natural gas industry •  Oversaw filing of Spire Missouri’s FY22 rate case to correct material issues of FY21 rate order •  Provided significant leadership in St. Louis community through involvement in civic and non-profit organizations
Base salary: The salary for Ms. Sitherwood increased to $952,750 from $925,000 in December 2021, a 3% increase.   Annual incentive: Ms. Sitherwood received an annual incentive award of $715,087, representing a 75% payout against target. Ms. Sitherwood’s annual incentive target remained at 100% of base salary for fiscal year 2022.   Long-term incentive: Ms. Sitherwood received a long-term incentive grant in November 2021 valued at $2,605,078, split into 75% PCSUs and 25% TBRSs.

 

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

 

 

Age: 62   Spire experience: 13 years		Individual performance:   •  Strengthened Spire’s financial position through bolstering enterprise liquidity, raising debt at the operating utilities, and raising equity through the ATM program (totaling $1.85B) •  Led investor communications, ensuring investors, financial institutions, rating agencies and other stakeholders were well-informed of Spire’s progress during unprecedented commodity and market volatility •  Provided key execution support to Spire Missouri’s FY21 rate order and FY22 rate case •  Advanced supplier diversity by establishing key relationships and signing onto KC Rising CEO to CEO Challenge – Supplier Diversity •  Supported Spire Marketing through commodity volatility, expanded business into Canada, and made key leadership additions •  Provided significant support for Spire Storage West expansion project forecasting, financing and messaging •  Navigated unprecedented global challenges to supply chain with minimal disruption
Base salary: The salary for Mr. Rasche increased to $475,280 from $457,000 in December 2021, a 4% increase.   Annual incentive: Mr. Rasche received an annual incentive award of $217,512, representing an 76% payout against target. Mr. Rasche’s annual incentive target remained at 60% of base salary for fiscal year 2022.   Long-term incentive: Mr. Rasche received a long-term incentive grant in November 2021 valued at $592,576, split into 75% PCSUs and 25% TBRSs.

www.SpireEnergy.com	Spire Inc.  |  2022 Proxy Statement	34

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

 

 

Age: 56   Spire experience: 10 years		Individual performance:   •  Drove the Company to make year-over-year improvement in safety results •  Led strong execution of capital plan and affirmation of five-year plan of $3.2B •  Oversaw filing of accelerated rate case in Missouri to address material issues from FY21 rate order •  Reduced average leak response time 10% year-over-year and reduced leaks per 1,000 system miles •  Oversaw deployment of more than 265,000 ultrasonic meters at gas utilities •  Created baseline for Scope 1 and 2 emissions, which were published in 2021 Sustainability Report •  Received approval to move forward with Spire Storage West expansion •  Received environmental impact statement for Spire STL Pipeline and positive support from Missouri Public Service Commission •  Served as 2022 Chair of Southern Gas Association
Base salary: The salary for Mr. Lindsey increased to $551,050 from $535,000 in December 2021, a 3% increase.   Annual incentive: Mr. Lindsey received an annual incentive award of $314,264, representing a 76% payout against target. Mr. Lindsey’s annual incentive target remained at 75% of base salary for fiscal year 2022.   Long-term incentive: Mr. Lindsey received a long-term incentive grant in November 2021 valued at $884,140, split into 75% PCSUs and 25% TBRSs.

 

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

 

 

Age: 64   Spire experience: 18 years		Individual performance:   •  Led development and execution of legal strategy enabling the continued operation and service of the Spire STL Pipeline to Spire Missouri, including obtaining a temporary certificate from the FERC •  Supported legal team’s management of the FY22 Spire Missouri rate case •  Oversaw successfully-negotiated settlement with marketers on behalf of Spire Missouri ensuring reimbursement of cover costs associated with marketers’ failure to deliver during Winter Storm Uri •  Oversaw legal strategy for obtaining 7(c) certificate from the FERC for expansion of Spire Storage West •  Successfully oversaw significant enhancements to Spire’s 2021 Sustainability Report •  Oversaw development and growth of Laclede Insurance Risk Services •  Continued to provide leadership and support in the provision of corporate security services, both in St. Louis region and nationally
Base salary: The salary for Mr. Darrell increased to $424,360 from $412,000 in December 2021, a 3% increase.   Annual incentive: Mr. Darrell received an annual incentive award of $161,840, representing a 76% payout against target. Mr. Darrell’s annual incentive target remained at 50% of base salary for fiscal year 2022.   Long-term incentive: Mr. Darrell received a long-term incentive grant in November 2021 valued at $466,996, split into 75% PCSUs and 25% TBRSs.

 

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

 

 

Age: 63   Spire experience: 16 years		Individual performance:   •  Evaluated numerous potential utility and storage asset acquisitions, completed valuation and diligence, and submitted or considered non-binding bids on several formal LDC sale processes •  Led acquisition efforts for multiple storage assets, including full diligence and final bids as appropriate •  Structured and completed analysis and support materials necessary for a final investment decision on the Spire Storage West expansion, which was approved in FY22 •  Advanced analysis and discussion on potential pipeline projects and investments in Kansas City and Alabama, including key partnership opportunities •  Led strategic analysis and drove internal consensus on enterprise-wide renewable natural gas (RNG) strategy and execution approach, and supported Spire Missouri and Spire Marketing on RNG project execution •  Played key leadership role in executing successful 2022 strategy session, in which corporate and business unit strategies were approved
Base salary: The salary for Mr. Geiselhart increased to $424,360 from $412,000 in December 2021, a 3% increase.   Annual incentive: Mr. Geiselhart received an annual incentive award of $145,927, representing a 69% payout against target. Mr. Geiselhart’s annual incentive target remained at 50% of base salary for fiscal year 2022.   Long-term incentive: Mr. Geiselhart received a long-term incentive grant in November 2021 valued at $434,180, split into 75% PCSUs and 25% TBRSs.

 

Comparison of total direct compensation from FY21 to FY22

 

Below is a comparison of total direct compensation for each NEO from fiscal year 2021 to fiscal year 2022. Total direct compensation was lower in fiscal year 2022 due to lower annual incentive payments, which are related to the financial and safety results for fiscal year 2022.

 

				FY21				FY22				% Change
Sitherwood		Base Salary		$	925,000			$	952,750
		Annual Incentive			1,318,125				715,087
		Long-term Incentive			2,847,634				2,605,078
		Total			5,090,759				4,272,915			-16.07%
Rasche		Base Salary			457,000				475,280
		Annual Incentive			383,880				217,512
		Long-term Incentive			636,550				592,576
		Total			1,477,430				1,285,368			-13.00%
Lindsey		Base Salary			535,000				551,050
		Annual Incentive			569,775				314,264
		Long-term Incentive			939,315				884,140
		Total			2,044,090				1,749,454			-14.41%
Darrell		Base Salary			412,000				424,360
		Annual Incentive			285,825				161,840
		Long-term Incentive			496,708				466,996
		Total			1,194,533				1,053,196			-11.83%
Geiselhart		Base Salary			412,000				424,360
		Annual Incentive			285,825				145,927
		Long-term Incentive			474,269				434,180
		Total			1,172,094				1,004,467			-14.30%

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Analysis of 2022 compensation decisions and actions

 

Base salary

 

In November 2021, the Committee approved increases to NEO salaries for fiscal year 2022, ranging from 3 to 4%. The salaries for the NEOs are detailed previously in the “Summary of 2022 compensation decisions for NEOs” section. The Committee believed that these salary increases reflected the NEOs’ contributions to successful business growth while maintaining a focus within the NEOs’ functional areas.

 

Annual incentive compensation

 

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

 

Progress on the AIP metrics is reviewed periodically during the year, and the Committee reviews the final results shortly after the end of the fiscal year but awaits the audit certification before approving the final payouts. Some discretionary adjustments may be applied, where appropriate, and there are instances where individual objectives may be modified during the year. In fiscal year 2022, certain discretionary adjustments were made to the Gas Utility operating income targets in order to account for certain aspects of the Spire Missouri fiscal year 2021 rate order.

 

The following chart sets forth the 2022 AIP targets as a percentage of base salary and the weightings of the corporate, safety and individual metrics for each NEO:

 

 

Corporate metric

 

The corporate metric used in determining the AIP awards is a measure of the Company’s financial success for the fiscal year. Beginning in fiscal year 2022, the metric used to measure corporate performance is adjusted operating income, which is a common metric used for short-term incentives within the industry⁽¹⁾. The corporate metric was previously net economic earnings per share, which remains a metric in the EIP.

 

The change also includes a weighting mechanism for each business unit in order to prevent extremely high or low performance from a smaller business unit from having a disproportionate impact on the overall results. Adjusted operating income for AIP purposes is based on operating income for three business units (Gas Utility, Spire Marketing, and Spire Midstream), and the results are weighted by the budgets for each business unit. Adjusted operating income removes the impacts related to acquisition, divestiture and restructuring activities, mark-to-market adjustments, and other non-recurring items. The Committee and management believe these adjustments provide a useful representation of the economic impact of the overall results of ongoing operations.

 

(1)	As adjusted operating income is a non-GAAP metric, the reconciliation to operating income can be found on Schedule A to this proxy statement.

 

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The table below shows the aggregate levels of threshold, target and high performance for the corporate metric for fiscal year 2022.

 

Corporate metric		Threshold performance		Target performance		High performance		Actual performance		Resulting corporate metric payout percentage
Adjusted operating income (millions)		$355.4		$392.8		$439.8		$381.9		75%

 

Safety metric

 

A safety metric was added to the AIP plan design for fiscal year 2022, with a weighting of 10% for all officers. The safety metric sets goals for the Company’s OSHA DART rate, at-fault motor vehicle accident rate, and the total recordable injury rate. Safety is a core value, and the Company experienced year-over-year improvements in these categories. We will continue to set ambitious goals with the focus of continuous improvement in all areas of safety. The fiscal year targets and results are shown below.

 

Metric (weighting)		FY22 Target		FY21 Actual		FY22 Actual
OSHA DART Rate (40%)		1.40		1.51		1.19
At-Fault Motor Vehicle Accident Rate (40%)		3.07		3.98		3.28
Total Recordable Injury Rate (20%)		2.50		3.77		3.31
Total Payout Percentage: 73%

 

Individual performance metric

 

Individual performance measures are generally subjective and relate to the manner in which the executive leads his or her teams to accomplish key business and strategic results during the year. This allows for assessment of the executive’s leadership role in furthering the values and culture of the Company as well as contributing to its long-term success. The individual performance metric results for each NEO were based on the achievements identified previously in the “Summary of 2022 compensation decisions for NEOs” section.

 

Fiscal year 2022 AIP results

 

After evaluating the performance of the Company and the NEOs in fiscal year 2022, the Committee approved annual incentive awards. These AIP awards reflect the NEOs’ strong leadership to strategically operate the business during a fiscal year that presented significant challenges. As a result of the performance on the metrics described herein, the NEOs earned the following amounts under the AIP.

 

		Corporate				Safety				Individual				Total annual incentive plan payout				Total annual incentive plan payout as % of target
Suzanne Sitherwood			$538,066				$69,837				$107,184				$715,087				75	%
Steven P. Rasche			139,575				20,903				57,034				217,512				76
Steven L. Lindsey			217,844				30,294				66,126				314,264				76
Mark C. Darrell			103,852				15,553				42,435				161,840				76
Michael C. Geiselhart			103,852				15,553				26,522				145,927				69

 

Long-term incentive compensation

 

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

 

The number of PCSUs that vest is determined based on two metrics. The first is a Total Shareholder Return (“TSR”) metric that compares the Company’s TSR performance to its peer group over a period of three fiscal years (described herein on pages 43-44). The second is the average basic net economic earnings per share (“NEEPS”) over the same three-year period. Net economic earnings exclude from net income the after-tax impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisitions, divestiture and restructuring activities, and the largely non-cash impacts of impairments and

 

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other non-recurring or unusual items, such as certain regulatory, legislative or GAAP standard-setting actions.⁽¹⁾

 

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

 

Performance period (fiscal years)		Percentage of target at which grants vested
2016–2018			51	%
2017–2019			97
2018–2020			71
2019–2021			121
2020–2022			85

 

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

 

Grants made in fiscal year 2022

 

On November 11, 2021, the Committee authorized the grants of TBRSs (“2022 TBRSs”) and PCSUs (“2022 PCSUs”) to 29 officers, including all of the NEOs. The grants were made on November 29, 2021. Both the 2022 TBRSs and the 2022 PCSUs are included in the “Grants of plan-based awards” table in this proxy statement. The fair market value of these grants is included in the “Summary of 2022 compensation decisions for NEOs” section and is also found in the “Stock awards” column of the “Summary compensation table.”

 

The 2022 TBRSs fully vest on the third anniversary of the grant date if the recipient remains continually employed with the Company through that date. Quarterly dividends are paid on TBRSs during the vesting period.

 

The 2022 PCSUs consist of stock units that become eligible to vest following the end of the applicable three-year performance period, but only in the event the Company’s average NEEPS over the performance period exceeds the annualized declared dividend per share for the common stock as of the award date (“Dividend Related Earnings”). If the Dividend Related Earnings metric is not met, the units and related dividend equivalents are forfeited. If the Company meets the Dividend Related Earnings metric, the actual number of units that vest is determined by the Committee based on the factors described below.

 

The number of 2022 PCSUs that vest is determined based on the average NEEPS and TSR results over fiscal years 2022-2024. Beginning in fiscal year 2022, these metrics are weighted at 25% average NEEPS and 75% TSR. Previously, these metrics were each weighted at 50%. The weighting was changed in order to reflect the importance of shareholder return. These metrics may be achieved at threshold, target or high-performance levels, as evaluated by the Committee.

 

 

 

Performance under the NEEPS metric is measured by calculating the three-year average of the Company’s NEEPS. In the first year of the performance period, NEEPS was $3.87 on a non-diluted basis. NEEPS for fiscal years 2023 and 2024 will be added to the 2022 NEEPS amount for purposes of calculating the three-year average NEEPS to determine if performance at any level has been achieved.

 

The level of achievement with respect to the TSR metric for the 2022 PCSUs is measured based on Spire’s rank among its peer group from 2022-2024, determined as a percentile among the group that corresponds with various levels of performance as reflected below.

 

		Threshold performance		Target performance		High performance
Total shareholder return		25th percentile		50th percentile		100th percentile

(1)

The Committee and management believe that excluding these items provides a useful representation of the economic impact of actual settled transactions and overall results of ongoing operations. These internal non-GAAP operating metrics should not be considered as an alternative to, or more meaningful than, GAAP measures. More information regarding net economic earnings can be found in the 2022 10-K in the Non-GAAP Measures section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

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

 

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

 

Grants that vested in 2022

 

On December 3, 2019, the Committee authorized the grant of TBRSs and PCSUs to 24 current officers, including all NEOs. The grants were made on December 4, 2019. These awards vested on November 21, 2022.

 

The PCSUs were granted for the performance period of fiscal years 2020-2022. The vesting of those awards was based upon the three-year average NEEPS metric and the three-year relative TSR metric determined using the peer group in place at the time of the grant. Additional information about the peer group can be found herein at pages 43-44. TSR for the Company and peer group was calculated as follows:

 

 

Total share value at the end of the performance period is calculated as the average share price for the last 20 trading days of the performance period ending September 30, 2022, plus the value of reinvested dividends. Average share price immediately prior to the grant is calculated using the average share price for the last 20 trading days immediately prior to September 30, 2019.

 

In reviewing the Company’s performance over the period and in accordance with the terms of the EIP, the Committee evaluated the NEEPS metric by averaging the NEEPS for each of fiscal years 2020, 2021 and 2022. The metrics and actual performance for the 2019 PCSUs were as follows:

 

		Weighting		Threshold performance		Target performance		High performance		Actual performance
Total shareholder return Payout percentage		50%		25th percentile 50%		50th percentile 100%		100th percentile 200%		26th percentile 52%
Three-year average NEEPS Payout percentage		50%		$3.76 50%		$4.12 100%		$4.37 200%		$4.17 117%

 

On November 9, 2022, the Committee certified these performance outcomes, resulting in a total of 35,239 PCSUs vesting (representing 85% of target) for the NEOs. A total of 13,880 TBRSs also vested for the NEOs over the last year. The table to the right shows the number of PCSUs and TBRSs that vested for each NEO.

 

		PCSUs		TBRSs		Total
Sitherwood		18,721		7,380		26,101
Rasche		4,127		1,630		5,757
Lindsey		6,116		2,410		8,526
Darrell		3,214		1,260		4,474
Geiselhart		3,061		1,200		4,261

 

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Executive compensation governance

 

Roles in executive compensation

 

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

 

In fiscal year 2022, the Committee continued its retention of Semler Brossy Consulting Group LLC (“Semler Brossy”) to serve as its consultant. Semler Brossy is an independent firm, providing executive compensation consulting services to the Committee. Semler Brossy reports to the Committee and attends all Committee meetings either in person or by telephone.

 

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

 

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

 

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

 

Party		Roles and responsibilities
Compensation and human resources committee		•   Reviews and approves a compensation philosophy/policy with respect to executive officer compensation •   Reviews and approves the evaluation process and compensation structure for the Company’s executive officers on an annual basis •   Reviews and recommends to the Board the corporate goals and objectives for the CEO’s performance and assists the Board in evaluating the CEO’s performance in light of those goals and objectives and then sets the CEO’s current compensation, including salary, and short-term and long-term compensation on an annual basis •   Reviews and approves the corporate goals and objectives for the executive officers’ performance, evaluates the performance of the Company’s executive officers, and approves the annual compensation, including salary and short-term and long-term compensation for such executive officers on an annual basis •   Reviews and approves the CEO’s recommendations regarding the compensation of all non-executive officers on an annual basis •   Administers and makes recommendations to the Board regarding cash and equity-based incentive plans •   Reviews compensation risk assessment of the Company’s compensation policies and practices •   Oversees the development and review of executive succession plans and assists the Board in developing and evaluating potential candidates for executive positions
Independent compensation consultant		•   Advises the Committee on performance metrics and linkage between pay and performance •   Keeps the Committee informed of current industry and market trends •   Makes recommendations to the Committee on companies to consider as a comparator peer group •   Presents findings relative to the competitiveness of the Company’s executive compensation •   Provides guidance and consultation on management’s risk assessment of the Company’s executive compensation •   Reviews and provides input on the CD&A
Independent members of the Board		•   Approve compensation of the CEO
CEO		•   Evaluates the performance of all Company executive officers other than the CEO •   Recommends base salary adjustments for those officers •   Recommends promotions, as appropriate •   Recommends awards under the AIP based on each executive officer’s performance •   Recommends equity grants under the EIP to the executive officers, based on each officer’s strategic role in executing the corporate strategy to build long-term shareholder value
Other members of management		•   Human Resources – provides analyses, compensation data and information to the Committee and the independent compensation consultant to facilitate the Committee’s review of compensation; develops and conducts risk assessment of the Company’s executive compensation •   Chief Financial Officer – provides reports on financial performance relative to the metrics included in the incentive programs as well as the financial impact of compensation decisions •   Internal Audit – provides the results of its audit of performance relative to the metrics

 

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Compensation and human resources committee actions in 2022

 

The Committee’s review of the Company’s executive pay practices has continued to improve the integrity of our pay-for-performance philosophy, align the interests of our executive officers and shareholders, and strengthen our governance commitment. In 2022, the Committee:

 

•	Reviewed the Company’s compensation philosophy and updated competitive pay ranges relative to market and made other updates to increase clarity in philosophy;
•	Reviewed the Company’s diversity, equity and inclusion initiatives with respect to historical data and discussed working toward setting future objectives;
•	Reviewed and discussed executive compensation trends including issues related to pay practices and incentive plans;
•	Reviewed the annual and long-term incentive designs and Committee-approved changes in metrics to the AIP plan relative to the corporate financial metric as well as adding a safety metric to the Officer AIP plan. Regarding the EIP, certain refinements were made relative to grant date beginning in FY22;
•	Continued to utilize Willis Towers Watson Energy Services Executive Compensation Survey (“WTW Survey”) as the primary market reference to assist the Committee in making its compensation decisions for the executive officers;
•	Reviewed tally sheets for the executive officers;
•	Reviewed the peer group used to evaluate relative TSR for the PCSUs and that review resulted in maintaining our consistent peer designation process;
•	Reviewed and approved corporate goals for the annual and long-term incentive plans;
•	Reviewed and certified performance results for the annual and long-term incentive plans;
•	Continued the practice of awarding EIP grants to executives based on fixed value for each position, with validation of the grant levels from competitive market data;
•	Conducted an annual compensation risk assessment to evaluate the extent to which the Company’s compensation policies and practices could exacerbate enterprise risks or encourage excessive risk-taking behavior in a manner that would adversely impact the business;
•	Further discussed NEO and CEO succession planning, and hired a third-party consultant to assist with the process;
•	Reviewed and approved the use of executive talent profiles in the succession planning process as well as individual development activities; and
•	Reviewed and discussed the Company’s compensation discussion and analysis for the proxy statement.

 

Spire’s use of comparator data

 

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

 

Competitive market compensation analysis

 

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

 

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

 

In making compensation decisions, the Committee uses primary and secondary comparator data sets. The primary comparator data set is the WTW Survey, which is a proprietary third-party survey that included responses from 126 companies for the 2021 report. The specific identity of respondents for any given position is not provided to the Company. Because of the large variance in size among participating companies within the survey, the independent compensation consultant conducts analyses, including regression, to adjust the compensation data for differences in revenue scope. These adjustments are necessary to allow for appropriate size comparisons between our Company and the participating companies in the survey. The WTW Survey is used as the primary data source for assessing the individual competitiveness of the executive officers’ pay because it is a more robust sample of data and allows for specific functional matches for each officer.

 

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The secondary comparator data set used in making compensation decisions consists of specific utility companies also utilized in the TSR peer group discussed below. This secondary set of data is used to gauge affordability and the aggregate positioning of executive officer compensation. It also provides a secondary reference point and provides greater detail to the Committee on a company-by-company basis. For fiscal year 2022, these companies included Alliant Energy Corporation, Atmos Energy Corporation, Avista Corporation, Black Hills Corporation, New Jersey Resources Corporation, NiSource Inc., NorthWestern Corporation, Northwest Natural Gas Company, ONE Gas, Inc., South Jersey Industries, Inc., and Southwest Gas Corporation.

 

For each executive, the Committee determines whether target total compensation is sufficient to retain and motivate the executive. If adjustments are needed to create greater alignment with the Company’s compensation philosophy, or to reflect unique circumstances at the Company, the Committee evaluates each component of compensation (base salary, annual incentive and long-term incentive targets) to determine where such adjustments may be required. In addition, the Committee considers other subjective factors in its compensation decisions, such as individual performance, experience, future potential and expertise.

 

TSR peer group

 

Annually, the independent compensation consultant, along with the Company’s finance leadership, reviews our peer group members and recommends a group composition that considers industry-appropriateness, business size and changes necessitated due to acquisitions and divestitures. This peer group is used to evaluate the relative TSR metric for vesting of PCSUs. The table below shows our TSR peer group for fiscal year 2022, as well as a comparison of peer group members for fiscal years 2019 to 2022.

 

The text in orange below signifies companies that have been added to the peer group each year, and the asterisks indicate companies that have been removed from the peer group each year. These changes to the peer group are taken into account by the Committee at the time of vesting. For fiscal year 2022, the peer group includes the public companies that participated in the 2021 WTW Survey and have annual revenues of $1 billion to $6 billion, as well as any legacy peer group companies that did not participate in the 2021 WTW Survey. The Committee believes this peer group is an appropriate range of companies against which the Company’s success can be accurately measured.

 

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FY19		FY20		FY21		FY22
ALLETE, Inc.		ALLETE, Inc.		[did not report in 2020]		ALLETE, Inc.
Alliant Energy Corp.		Alliant Energy Corp.		Alliant Energy Corp.		Alliant Energy Corp.
				Ameren Corporation		Ameren Corporation
				American Water Works Company, Inc.		American Water Works Company, Inc.
Atmos Energy Corp.		Atmos Energy Corp.		Atmos Energy Corp.		Atmos Energy Corp.
Avangrid, Inc.*
Avista Corp.		Avista Corp.		Avista Corp.		Avista Corp.
Black Hills Corp.		Black Hills Corp.		Black Hills Corp.		Black Hills Corp.
BWX Technologies, Inc.		BWX Technologies, Inc.		BWX Technologies, Inc.**
						CenterPoint Energy, Inc.
Cheniere Energy, Inc.*
Enable Midstream Partners, LP		Enable Midstream Partners, LP		Enable Midstream Partners, LP**
EQT Corporation		EQT Corporation**
EnLink Midstream, LLC*
						Essential Utilities, Inc.
Evergy, Inc.		Evergy, Inc.		Evergy, Inc.		Evergy, Inc.
First Solar, Inc.		First Solar, Inc.		First Solar, Inc.**
Genesis Energy, L.P.		Genesis Energy, L.P.		Genesis Energy, L.P.**
Hawaiian Electric Industries, Inc.		Hawaiian Electric Industries, Inc.		Hawaiian Electric Industries, Inc.		Hawaiian Electric Industries, Inc.
Helmerich & Payne, Inc.		Helmerich & Payne, Inc.		Helmerich & Payne, Inc.**
		ICF International Inc.**
		IDACORP, Inc.		IDACORP, Inc.		IDACORP, Inc.
		MDU Resources Group, Inc.		MDU Resources Group, Inc.		MDU Resources Group, Inc.
						MGE Energy, Inc.
		MRC Global Inc.		MRC Global Inc.**
						National Fuel Gas Company
New Jersey Resources Corp.		New Jersey Resources Corp.		New Jersey Resources Corp.		New Jersey Resources Corp.
NiSource Inc.		NiSource Inc.		NiSource Inc.		NiSource Inc.
Northwest Natural Gas Co.		Northwest Natural Gas Co.		Northwest Natural Gas Co.		Northwest Natural Gas Co.
NorthWestern Corp.		NorthWestern Corp.		NorthWestern Corp.		NorthWestern Corp.
		NuStar Energy L.P.		NuStar Energy L.P.**
OGE Energy Corp.		OGE Energy Corp.		OGE Energy Corp.		OGE Energy Corp.
ONE Gas, Inc.		ONE Gas, Inc.		ONE Gas, Inc.		ONE Gas, Inc.
Pinnacle West Capital Corporation		Pinnacle West Capital Corporation		Pinnacle West Capital Corporation		Pinnacle West Capital Corporation
PNM Resources, Inc.		PNM Resources, Inc.		PNM Resources, Inc.		PNM Resources, Inc.
Portland General Electric Company		Portland General Electric Company		Portland General Electric Company		Portland General Electric Company
South Jersey Industries, Inc.		South Jersey Industries, Inc.		South Jersey Industries, Inc.		South Jersey Industries, Inc.
Southwest Gas Corp.		Southwest Gas Corp.		Southwest Gas Corp.		Southwest Gas Corp.
Vistra Energy Corp.*
						UGI Corporation
28 peers		29 peers		28 peers		27 peers

*	Subsequently removed due to size
**	Subsequently removed due to lack of relevance to utility industry

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

44

Severance and change in control

 

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

 

Executive Severance Plan

 

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

 

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

 

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

 

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

 

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

 

Management Continuity Protection Plan

 

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

 

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

 

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

 

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

 

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

 

Spire Inc.  |  2022 Proxy Statement

45

Other Company-provided benefits

 

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

 

Retirement plans

 

The Company offers its employees a defined contribution 401(k) plan that provides a Company match for all employees, including the NEOs. All the NEOs participated in the Spire Employee Savings Plan in fiscal year 2022.

 

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

 

Life insurance

 

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

 

Deferred income plans

 

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

 

Perquisites

 

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

 

Tax implications of the Committee’s compensation decisions

 

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

 

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

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

46

Accounting information

 

The Company accounts for equity incentive grants under FASB ASC Topic 718. The fair value of stock-based awards is estimated using the closing price of the Company’s common stock on the grant date or, for those with the total shareholder return modifier, using a Monte Carlo simulation model that assesses probabilities of various outcomes of market conditions. Each year, an independent third party runs the Monte Carlo simulation, which is subject to the audit procedures of the Company’s independent registered public accounting firm. During fiscal year 2022, the Company did not make any modifications to equity grants that resulted in a remeasurement of expense under the accounting rules.

 

Compensation and human resources committee report

 

The Committee has reviewed and discussed with Company management the CD&A section included in this proxy statement. Based on this review and discussion, the Committee recommended to the Board (and the Board has approved) that this CD&A be included in this proxy statement and incorporated by reference in the 2022 10-K.

 

Compensation and human resources committee

 

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

 

Spire Inc.  |  2022 Proxy Statement

47

Executive compensation tables

 

Summary compensation table

 

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

 

Salary

 

Salary includes amounts earned in each fiscal year. In fiscal year 2022, the Committee approved adjustments to salaries of officers at its November 2021 meeting after the appointment of officers. The amounts in this column also include any amounts of salary that the NEO may have deferred under the Spire Employee Savings Plan and the Spire Deferred Income Plan. Salary deferred under the Spire Deferred Income Plan also appears in the “Executive contributions in last FY” column of the “Non-qualified deferred compensation table” later in this proxy statement.

 

Bonus

 

The amounts in this column represent sign-on or discretionary bonuses. No such bonuses were made in fiscal year 2022. Amounts under the Company’s AIP are reported in the “Non-equity incentive plan compensation” column.

 

Stock awards

 

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

 

Non-equity incentive plan compensation

 

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

 

Change in pension value and non-qualified deferred compensation earnings

 

This column includes the aggregate change in the actuarial present value of the NEOs’ accumulated benefits under the Spire Missouri Employees’ Retirement Plan and the supplemental retirement plans, as well as the above-market or preferential earnings in fiscal year 2022 on deferrals in the deferred income plans.

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

48

Summary compensation table

 

Name		Year				Salary				Bonus				Stock awards		(1)		Non-equity incentive plan compensation				Change in pension value and non-qualified deferred compensation earnings		(2)		All other compensation		(3)		Total
Suzanne Sitherwood President and Chief Executive Officer			2022				$981,567				$–				$2,605,078			$	715,087			$	361,894			$	311,088				$4,974,714
			2021				928,558				–				2,847,634				1,318,125				291,369				183,055				5,568,741
			2020				928,847				–				2,263,409				749,250				266,064				197,156				4,404,726
Steven P. Rasche Executive Vice President, Chief Financial Officer			2022				488,990				–				592,576				217,512				136,118				102,817				1,538,013
			2021				458,758				–				636,550				383,880				114,679				69,747				1,663,614
			2020				457,835				–				499,151				221,182				105,967				82,760				1,366,895
Steven L. Lindsey Executive Vice President, Chief Operating Officer			2022				567,717				–				884,140				314,264				61,408				122,795				1,950,324
			2021				537,058				–				939,315				569,775				83,222				82,441				2,211,811
			2020				531,270				–				739,287				320,351				90,117				69,864				1,750,889
Mark C. Darrell Senior Vice President, Chief Legal and Compliance Officer			2022				437,195				–				466,996				161,840				21,049				83,796				1,170,876
			2021				413,585				–				496,708				285,825				95,392				58,261				1,349,771
			2020				413,600				–				387,960				166,574				125,389				71,479				1,165,002
Michael C. Geiselhart Senior Vice President, Chief Strategy and Corporate Development Officer			2022				437,195				–				434,180				145,927				70,484				67,405				1,155,191
			2021				413,585				–				474,269				285,825				115,787				47,110				1,336,576
			2020				415,170				–				369,558				167,324				135,491				49,547				1,137,090

 

(1)

See the Stock-Based Compensation footnote of the consolidated financial statements in the 2022 10-K for discussions regarding the manner in which the fair value of these awards is calculated, including assumptions used. Further information regarding the 2022 awards is included in the “Grants of plan-based awards” table and “Outstanding equity awards at fiscal year-end table” elsewhere in this proxy statement. The maximum financial impact for the 2022 stock awards for the NEOs is as follows:

Sitherwood		$	3,564,218
Rasche			810,675
Lindsey			1,209,740
Darrell			638,935
Geiselhart			594,036

	The amounts for stock awards are presented excluding any actual or estimated forfeitures.
(2)	The table below provides details for fiscal year 2022. The amounts shown below in the “Above-market interest” column are also included in the amounts in the “Aggregate earnings in last FY” column of the “Non-qualified deferred compensation table” for the deferred income plans.

		Increase in pension value				Above-market interest				Total
Sitherwood		$	290,486			$	71,408			$	361,894
Rasche			111,521				24,597				136,118
Lindsey			59,664				1,744				61,408
Darrell			–				21,049				21,049
Geiselhart			23,836				46,648				70,484

(3)	The table below provides details on the amounts included in the “all other compensation” column for fiscal year 2022.

		401(k) match				Perquisites		(a)		Dividend equivalents		(b)		Dividends		(c)		Deferred dividend equivalents		(d)		Deferred dividends		(e)		Other				Total
Sitherwood		$	15,250			$	16,248			$	–			$	4,745			$	197,780			$	77,065			$	–			$	311,088
Rasche			15,449				18,888				–				21,266				47,214				–				–				102,817
Lindsey			15,250				20,362				39,314				11,846				19,374				16,649				–				122,795
Darrell			15,250				15,669				–				923				38,456				13,498				–				83,796
Geiselhart			14,999				2,109				–				878				36,651				12,768				–				67,405

	(a)	Perquisites include life insurance premiums, spousal travel, and executive financial and tax planning.
	(b)	Dividend equivalents are paid on PCSUs at the time of vesting.
	(c)	Dividends are paid quarterly on TBRSs during the three-year vesting period.
	(d)	Dividend equivalents on unvested PCSUs that have been deferred under the deferred income plan are contributed to the NEO’s deferred income plan account at the time of vesting.
	(e)	Dividends on unvested TBRSs that have been deferred under the deferred income plan are contributed to the NEO’s deferred income plan account quarterly during the three-year vesting period.

Spire Inc.  |  2022 Proxy Statement

49

Grants of plan-based awards

 

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

 

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

 

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

 

		Grant date		Estimated future payouts under non-equity incentive plan awards(1)												Estimated future payouts under equity incentive plan awards (in shares)(2)												All other stock awards				Grant date fair value of stock awards
Name				Threshold				Target				Maximum				Threshold				Target				Maximum						(3)				(4)
Sitherwood		11/29/21			$476,375				$952,750				$1,429,125
		11/29/21															15,480				30,960				61,920								$1,934,072
		11/29/21																											10,320				671,006
Rasche		11/29/21			142,584				285,168				427,752
		11/29/21															3,520				7,040				14,080								439,779
		11/29/21																											2,350				152,797
Lindsey		11/29/21			206,644				413,288				619,932
		11/29/21															5,255				10,510				21,020								656,570
		11/29/21																											3,500				227,570
Darrell		11/29/21			106,090				212,180				318,270
		11/29/21															2,775				5,550				11,100								346,709
		11/29/21																											1,850				120,287
Geiselhart		11/29/21			106,090				212,180				318,270
		11/29/21															2,580				5,160				10,320								322,346
		11/29/21																											1,720				111,834

(1)	These columns show the range of possible payouts for AIP in fiscal year 2022. The amounts paid in fiscal year 2023 but earned based upon performance in fiscal year 2022 are included in the “Non-equity incentive plan compensation” column in the “Summary compensation table” and are based on the metrics described in the CD&A.
(2)	These columns show the range of possible payouts for the PCSU awards granted in fiscal year 2022.
(3)	This column shows the award of TBRS granted in fiscal year 2022 as to which the restrictions will lapse on November 29, 2024. Details of each grant are listed in the “Outstanding equity awards at fiscal year end table.”
(4)	This column provides the grant date fair value of PCSU and TBRS awards using the provisions of FASB ASC Topic 718, exclusive of the estimate of forfeitures. For those shares in the “Estimated future payouts under equity incentive plan awards” columns, the value reflects the probable outcome on the grant date and is the same as the amount included for such shares in the “Stock awards” column for 2022 in the “Summary compensation table.”

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

50

Outstanding equity awards at fiscal year end table

 

Name		Stock award grant date		No. of shares or units of stock that have not vested				Market value of shares or units of stock that have not vested		(1)		Stock award vesting date		Equity incentive plan awards: No. of unearned shares, units or other rights that have not vested		(2)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested
Sitherwood		12/04/19			7,380				$459,995			11/21/22			22,140				$1,379,986
		11/23/20			10,790				672,541			11/23/23			32,380				2,018,245
		11/29/21			10,320				643,246			11/29/24			30,960				1,929,737
Rasche		12/04/19			1,630				101,598			11/21/22			4,880				304,170
		11/23/20			2,410				150,215			11/23/23			7,240				451,269
		11/29/21			2,350				146,476			11/29/24			7,040				438,803
Lindsey		12/04/19			2,410				150,215			11/21/22			7,232				450,771
		11/23/20			3,560				221,895			11/23/23			10,680				665,684
		11/29/21			3,500				218,155			11/29/24			10,510				655,088
Darrell		12/04/19			1,260				78,536			11/21/22			3,800				236,854
		11/23/20			1,880				117,180			11/23/23			5,650				352,165
		11/29/21			1,850				115,311			11/29/24			5,550				345,932
Geiselhart		12/04/19			1,200				74,796			11/21/22			3,620				225,635
		11/23/20			1,800				112,194			11/23/23			5,390				335,959
		11/29/21			1,720				107,208			11/29/24			5,160				321,623

(1)	The dollar amounts in this column reflect the value calculated at $62.33 per share, the closing price of the Company stock on September 30, 2022. The percentage of equity awards deferred under the Spire Deferred Income Plan for all outstanding grants are as follows (deferral elections are made for the following calendar year). TBRS were not eligible for deferral until 2019.

 

Percentage of equity awards deferred under Spire Deferred Income Plan

 

		12/04/19 grant								11/23/20 grant								11/29/21 grant
			PCSU				TBRS				PCSU				TBRS				PCSU				TBRS
Sitherwood			100	%			100	%			100	%			100	%			100	%			100	%
Rasche			100				–				100				–				100				–
Lindsey			65				65				65				65				65				65
Darrell			100				100				100				100				100				100
Geiselhart			100				100				100				100				100				100

 

Spire Inc.  |  2022 Proxy Statement

51

(2)	Vesting dates, performance periods and levels of awards, assuming performance metrics are met, are provided below:

	Grant date		Performance period		Vesting date		Name		Threshold				Target				Maximum
	12/04/19		10/1/19–9/30/22		11/21/22		Sitherwood			11,070				22,140				44,280
							Rasche			2,440				4,880				9,760
							Lindsey			3,616				7,232				14,464
							Darrell			1,900				3,800				7,600
							Geiselhart			1,810				3,620				7,240
	11/23/20		10/1/20–9/30/23		11/23/23		Sitherwood			16,190				32,380				64,760
							Rasche			3,620				7,240				14,480
							Lindsey			5,340				10,680				21,360
							Darrell			2,825				5,650				11,300
							Geiselhart			2,695				5,390				10,780
	11/29/21		10/1/21–9/30/24		11/29/24		Sitherwood			15,480				30,960				61,920
							Rasche			3,520				7,040				14,080
							Lindsey			5,255				10,510				21,020
							Darrell			2,775				5,550				11,100
							Geiselhart			2,580				5,160				10,320

 

Option exercises and stock vested in fiscal 2022 table

 

None of the NEOs held any exercisable stock options in fiscal year 2022, so those columns have been omitted from the table below. The value column reflects the shares acquired on vesting multiplied by the closing price on the vesting date.

 

Name		Number of shares acquired on vesting				Value realized on vesting
Sitherwood			33,811				$2,123,844
Rasche			8,068				506,810
Lindsey			10,025				629,720
Darrell			6,575				412,983
Geiselhart			6,263				393,385

 

Pension plan compensation

 

The NEOs participate in the Spire Missouri Employees’ Retirement Plan, a qualified defined benefit plan sponsored by Spire Missouri Inc.

 

Grandfathered pension benefit

 

Effective January 1, 2009, Spire Missouri Inc. amended its plan to change the way benefits are calculated. Prior to that date, the plan provided benefits based on a final pay formula that used a participant’s years of credited service and average final compensation. The average final compensation is the highest consecutive three-year average of the final 10 years of employment. Participants’ years of credited service under the plan were frozen as of December 31, 2008; however, the average final pay was not frozen and will continue to be based on the highest three-year average in the final 10 years of employment until December 31, 2023, at which time the average final pay will also be frozen. Benefits under the plan formula in effect prior to January 1, 2009 are referred to as “grandfathered benefits.” With respect to annual incentive compensation paid on or after January 1, 2013, average final compensation will exclude such incentive compensation for purposes of the grandfathered benefit. Of the NEOs, only Mr. Darrell and Mr. Geiselhart have grandfathered benefits.

 

While normal retirement age under the plan is age 65, participants may retire at age 60 with 10 or more years of service without reduction of the grandfathered benefit for early retirement. As Mr. Darrell and Mr. Geiselhart are both age 60 or older, immediate retirement is assumed in calculating their grandfathered benefits.

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

52

Cash balance benefit

 

On and after January 1, 2009, the plan uses a cash balance formula that provides: (i) a cash balance credit between 4 to 10% of compensation (base salary and annual incentive compensation) depending on the participant’s age, and (ii) interest credits using a rate equal to an average of corporate bond rates published by the Internal Revenue Service. Benefits under the plan formula in effect on and after January 1, 2009 are referred to as “current benefits.” The cash balance credit and interest credit are applied as of December 31 of each year, on an average monthly basis, with interest compounded monthly. For calendar year 2022, cash balance credits were as follows:

 

Sitherwood			10	%
Rasche			10
Lindsey			9
Darrell			10
Geiselhart			10

 

The early retirement amount of the current benefits will be the amount credited in the participant’s cash balance account in the case of a lump-sum payment. If an annuity is taken at early retirement, the benefit will be the actuarial equivalent of the lump-sum amount.

 

Supplemental retirement benefits

 

The Code generally places a limit on the amount of the annual pension that can be paid from a qualified defined benefit plan as well as on the amount of annual earnings that can be used to calculate a pension benefit. Since 1977, Spire Missouri Inc. has maintained a Supplemental Retirement Benefit Plan, a non-qualified plan that covers pension benefits that accrued through December 31, 2004, and that pays eligible employees the difference between the amount payable under the qualified plan and the amount they would have received without the limits on the qualified plan or without any deferred income plan contributions. Spire Missouri Inc. adopted the Supplemental Retirement Benefit Plan II to comply with Code Section 409A, which covers grandfathered pension benefits accrued on and after January 1, 2005. It also adopted the Cash Balance Supplemental Retirement Benefit Plan, which covers cash balance benefits accruing on and after January 1, 2009.

 

Please note the following relating to the benefits shown in the table below:

 

•	the Supplemental Retirement Benefit Plans are unfunded and subject to reduction or forfeiture in the event of the Company’s bankruptcy;
•	the years of credited service in the table are the same as the executives’ years of actual service as of December 31, 2008, when years of service were frozen for all participants;
•	the compensation used to determine current and grandfathered benefits under the plans include the amounts in the “Salary” column and the amount attributable to payments under the AIP in the “Non-equity incentive plan compensation” column (for current benefits only after January 1, 2013) in the “Summary compensation table;” and
•	executives at the Company are subject to mandatory retirement at age 65 unless the Board of Directors asks them to continue working past that age.

 

The pension benefits in the table below were calculated using:

 

•	the September 30, 2022 measurement date;
•	the same assumptions as described in Note 13, Pension Plans and Other Post-Retirement Benefits, of the consolidated financial statements in the 2022 10-K for the fiscal year ended September 30, 2022, except retirement at the greater of 60 or the executive’s actual age as noted above was used for the grandfathered benefit and, as required, no income growth assumption nor any forfeiture assumption was used;
•	for the grandfathered benefit, the greater of:

	–	years of service, multiplied by the sum of 1.7% of Social Security covered compensation (a 35-year average of Social Security maximum wage bases) plus 2.0% of the highest average normal compensation during a 36-month period in the 10 years prior to the measurement date in excess of Social Security covered compensation; and
	–	the highest average normal compensation during a 36-month period in the 10 years prior to the measurement date, multiplied by (i) years of service, and (ii) the benefit factor of 2.1%, less the executive’s estimated Social Security benefit multiplied by 1.25% for each year of service up to a maximum of 40 years.

•	the assumption of a 90% probability that the participant elects a lump-sum equivalent of the monthly annuity amount described above.

 

Spire Inc.  |  2022 Proxy Statement

53

Pension benefits table

 

Name

Plan name

Number of years of credited service

(1)

Present value of accumulated benefit

Payments during last year

Sitherwood

Spire Missouri Employees’ Retirement Plan

–

$

340,520

$

–

Supplemental Retirement Benefit Plans

–

1,589,412

–

Rasche

Spire Missouri Employees’ Retirement Plan

–

396,486

–

Supplemental Retirement Benefit Plans

–

396,550

–

Lindsey

Spire Missouri Employees’ Retirement Plan

–

252,086

–

Supplemental Retirement Benefit Plans

–

394,670

–

Darrell

Spire Missouri Employees’ Retirement Plan

4.67

819,019

–

Supplemental Retirement Benefit Plans

4.67

580,518

–

Geiselhart

Spire Missouri Employees’ Retirement Plan

2.33

633,032

–

Supplemental Retirement Benefit Plans

2.33

367,505

–

(1)	As noted above, years of credited service were frozen as of December 31, 2008.

 

Non-qualified deferred compensation

 

Executives are eligible to participate in the deferred compensation plans offered by the Company.

 

Spire Deferred Income Plan

 

The Spire Deferred Income Plan (“Deferred Income Plan”) covers participant deferrals made on and after January 1, 2005, and is intended to comply with Code Section 409A.

 

Executive deferrals

 

Effective January 1, 2015, the Deferred Income Plan allowed participants, including the NEOs, to defer up to 50% of annual salary, and up to 90% of AIP compensation. Prior to 2015, participants could defer up to 15% of annual salary. For plan years beginning on and after January 1, 2020, participants, including the NEOs, may defer up to 80% of annual salary.

 

Effective January 1, 2019, the Deferred Income Plan was amended to permit the deferral of up to 100% of equity compensation. In fiscal year 2019, participants could elect to defer PCSUs granted on December 1, 2017 and November 14, 2018. Beginning in fiscal year 2020, participants may elect to defer current grants of PCSUs and TBRSs. Any deferred equity will be distributed in cash, rather than shares.

 

Plan investments

 

Effective January 1, 2016, the Deferred Income Plan provides participant investment options that mirror returns in certain 401(k) plan investment funds and Company stock. Effective January 1, 2021, participants were offered an increased menu of diversified investment options. Participants may also elect an annual fixed interest rate based on Moody’s Corporate Bond Rate not to exceed 120% of the Applicable Federal Rate.

 

Deferrals made prior to 2016 earn investment income equal to the greater of:

 

•	the Moody’s Corporate Bond Rate, plus an interest credit ranging from 1 to 3% depending on the age of the participant at the start of the specific plan year, or
•	a guaranteed interest rate based on the age of the participant at the start of the specific plan year.

 

Deferrals of equity grants cannot be diversified into other investments for six months after the grants vest. Dividends paid on deferred equity are invested in any fund instructed by the participant other than the Company Stock Fund.

 

Plan benefits

 

The Deferred Income Plan provides retirement benefits payable in annual installments over a 15-year period based on the deferred account balance as of the date of retirement. Effective January 1, 2018, participants can elect for new deferrals to be distributed in a lump sum or in installments over two to 15 years.

 

In the event of any other termination of employment prior to age 55, the executive will receive the deferred account balance reduced by any additional interest credits payable in a lump sum.

 

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54

The Deferred Income Plan provides:

 

•	death and disability benefits payable in a lump sum
•	a lump-sum payment if the participant is terminated within two years of a change in control.

 

For participant deferrals made in or after calendar year 2016, the disability and change in control termination benefits are equal to the deferred account balance at the date of disability or termination.

 

For participant deferrals made in or after calendar year 2016, the death benefits are equal to the deferred account balance plus participant deferrals projected from the date of death to the end of the plan year in which death occurred.

 

For participant deferrals made prior to calendar year 2016, the disability deferred account balance is credited with investment income through the end of the plan year in which disability occurs.

 

The benefits payable for participant deferrals prior to calendar year 2016 upon death, disability and change in control termination are equal to the greater of:

 

•	the present value of the deferred account balance projected through age 65 or
•	the deferred account balance accumulated through the respective termination date.

 

Laclede Gas Company Deferred Income Plan II

 

The Laclede Gas Company Deferred Income Plan II (“Deferred Income Plan II”) covers participant deferrals prior to January 1, 2005.

 

The Deferred Income Plan II provides similar benefits as the Deferred Income Plan with the following exceptions:

 

•	death and disability benefits are payable in 15 annual installments, and
•	retirement benefits are payable in 15 annual installments; benefits continue for the participant’s lifetime following retirement at age 65 or later (at least 15 annual installments).

 

The amounts in the table below include contributions by the executive and investment earnings under both deferred compensation plans.

 

Non-qualified deferred compensation table

 

Name				Executive contributions in last FY		(1)		Company contributions in last FY				Aggregate earnings in last FY		(2)		Aggregate withdrawals/ distributions				Aggregate balance at last FYE
Sitherwood		Deferred Income Plan			$1,626,155				$–				$(80,037	)			$–				$6,728,303
Rasche		Deferred Income Plan			835,222				–				85,481				–				2,877,418
Lindsey		Deferred Income Plan			159,236				–				29,810				–				427,969
Darrell		Deferred Income Plans			316,085				–				50,492				–				1,189,028
Geiselhart		Deferred Income Plan			553,453				–				(61,465	)			–				2,718,101

(1)

Amounts in this column include vested deferred PCSUs for Ms. Sitherwood, Mr. Rasche, Mr. Lindsey, Mr. Darrell and Mr. Geiselhart; amounts included in the “Salary” column of the “Summary compensation table” of $188,143.99 for Mr. Rasche and $101,930.27 for Mr. Geiselhart; and amounts included in the “Non-equity incentive plan compensation” column of the “Summary compensation table” of $249,522.00 for Mr. Rasche and $142,912.50 for Mr. Geiselhart.

(2)

The amounts attributable to above-market interest on non-qualified deferred compensation in the “Change in pension value” and “Non-qualified deferred compensation earnings” column in the “Summary compensation table” and identified in footnote 2 to that table are also included in this column. The aggregate earnings include dividends and dividend equivalents paid on deferred TBRSs and PCSUs, which are described in the “All other compensation” column of the “Summary compensation table.”

 

Potential payments upon termination or change in control

 

This section describes the potential payments and benefits to which the NEOs would have been entitled upon termination of employment, including termination of employment following a change in control, as if such termination had occurred on the last trading day of our fiscal year (September 30, 2022) using the New York Stock Exchange closing price of $62.33 per share of the Company’s stock on that date. The discussion does not include payments and benefits to the extent they are generally provided on a non-discriminatory basis to salaried employees upon termination of employment. The following table sets forth the potential payments to the NEOs upon the termination of their employment with the Company, including a termination of employment following a change in control. The table does not include retirement plan benefits payable to the executives shown in the “Pension benefits table.”

 

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55

Event		Cash severance		(1)		AIP payment		(2)		Equity grants		(3)		Deferred income plan		(4)		Health benefits		(5)		280G Cutback or excise tax		(6)		Net total payment
Sitherwood
Voluntary Termination		$	0				$952,750				$3,322,538				$6,728,303			$	0			$	0				$11,003,591
Retirement			0				952,750				3,322,538				6,728,303				0				0				11,003,591
Disability			0				952,750				4,333,876				6,815,765				0				0				12,102,391
Death			0				952,750				4,333,876				6,815,765				0				0				12,102,391
Involuntary Termination			1,905,500				952,750				3,322,538				6,728,303				32,980				0				12,942,071
Change-In-Control			5,716,500				952,750				5,098,320				6,789,515				49,470				0				18,606,554
Rasche
Voluntary Termination			0				285,168				618,610				2,877,418				0				0				3,781,196
Retirement			0				285,168				618,610				2,877,418				0				0				3,781,196
Disability			0				285,168				803,539				2,936,112				0				0				4,024,819
Death			0				285,168				803,539				2,946,316				0				0				4,035,023
Involuntary Termination			0				285,168				618,610				2,877,418				0				0				3,781,196
Change-In-Control			2,563,692				285,168				870,423				2,895,132				0				(546,122	)			6,068,293
Lindsey
Voluntary Termination			0				413,288				914,772				427,969				0				0				1,756,029
Retirement			0				413,288				914,772				427,969				0				0				1,756,029
Disability			0				413,288				1,188,071				432,226				0				0				2,033,585
Death			0				413,288				1,188,071				431,505				0				0				2,032,864
Involuntary Termination			551,050				413,288				914,772				427,969				22,848				0				2,329,927
Change-In-Control			1,928,675				413,288				1,286,882				431,505				45,696				0				4,106,046
Darrell
Voluntary Termination			0				212,180				482,265				1,189,028				0				0				1,883,473
Retirement			0				212,180				482,265				1,189,028				0				0				1,883,473
Disability			0				212,180				625,866				1,195,771				0				0				2,033,817
Death			0				212,180				625,866				1,195,771				0				0				2,033,817
Involuntary Termination			0				212,180				482,265				1,189,028				0				0				1,883,473
Change-In-Control			1,803,335				212,180				677,981				1,195,771				0				0				3,889,266
Geiselhart
Voluntary Termination			0				212,180				459,639				2,718,101				0				0				3,389,920
Retirement			0				212,180				459,639				2,718,101				0				0				3,389,920
Disability			0				212,180				596,765				2,758,731				0				0				3,567,676
Death			0				212,180				596,765				2,771,032				0				0				3,579,977
Involuntary Termination			0				212,180				459,639				2,718,101				0				0				3,389,920
Change-In-Control			1,220,214				212,180				646,629				2,742,469				0				0				4,821,492

(1)	Ms. Sitherwood and Mr. Lindsey are participants in the Executive Severance Plan, which provides for a cash payment in the event of an involuntary termination, whether by the Company without cause, or by the executive for good reason, the amount of which is increased if such involuntary termination occurs within 24 months after a change in control. In the event of involuntary termination, Ms. Sitherwood’s cash payment would be based on a multiple of two times annual base salary. Mr. Lindsey’s cash payment would be based on a multiple of one times annual base salary. In the event of involuntary termination within two years following a change in control, Ms. Sitherwood’s cash payment would be based on a multiple of three times annual base salary plus target AIP. Mr. Lindsey’s cash payment would be based on a multiple of two times annual base salary plus target AIP.
	Messrs. Rasche, Darrell and Geiselhart are covered by the Management Continuity Protection Plan (“MCPP”). The potential payments to these officers are limited to termination within 54 months for Mr. Rasche and 42 months for Mr. Darrell and Mr. Geiselhart after a change in control. This cash payment for Mr. Rasche is equal to 2.99 times average annual W-2 compensation, and this cash payment for Mr. Darrell and Mr. Geiselhart is equal to 2.0 times average annual W-2 compensation. Mr. Darrell will no longer be covered by the MCPP after he reaches age 65 in November 2022.
(2)	Upon a change in control, any awards under the AIP are deemed earned at a prorated target based on the number of completed days in the fiscal year prior to the change in control. This payment takes place whether or not a termination occurs. The AIP’s definition of change in control mirrors the definition in the Executive Severance Plan.
	If a participant’s employment ceases due to termination without cause or by death, disability or retirement, the participant is eligible to earn a prorated award based upon Company performance and the participant’s achievement of individual metrics.

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(3)	Participants, including the NEOs, have outstanding PCSUs and TBRSs under the EIP. The EIP uses the same definition of change in control that is used in the AIP and the Executive Severance Plan.
	PCSUs. These awards generally provide for vesting of stock units on the third anniversary of the grant date that falls after the end of the performance period, to the extent the Committee determines and certifies that the performance criteria have been met or exceeded. A participant forfeits all non-vested awards upon the participant’s termination of employment for cause.
	If during the performance period a participant dies or leaves the Company due to retirement or disability, the participant remains eligible to earn a prorated award based on the number of full months as a participant during the performance period, as the Committee may determine, if the performance contingency is satisfied.
	In the event of a change in control, any outstanding awards shall be deemed earned and vested at a prorated target, based on the number of months completed in the performance period at the time of the change in control, if the award is not assumed or replaced with a comparable award by the successor or surviving entity. If the successor or surviving entity does not assume or replace the award, the award will trigger a benefit at a prorated target based on the number of full months as a participant if the participant is involuntarily terminated without cause within two years of the change in control. Dividend equivalents on PCSUs are accrued throughout the performance period and paid to the participant in proportion to the amount of shares actually earned at vesting, up to the amount of dividends that would have been paid on the target number of shares. In the event of a change in control, accrued dividend equivalents would be paid on the same prorated basis as mentioned above. The same amounts would be payable in the event of a participant’s death, retirement or termination of employment due to disability if the target level of performance is achieved. As a result of being retirement-eligible at the time of any termination, PCSU grants would vest on a pro-rata basis for the following individuals, at a value of:

Sitherwood		$	3,034,397	*
Rasche			554,599	*
Lindsey			820,013	*
Darrell			432,328	*
Geiselhart			412,140	*

	*     These amounts are included in the “Equity grants” column.
	TBRSs. These shares generally provide for vesting on the third anniversary of the grant date. A participant forfeits all non-vested shares upon the participant’s termination of employment for any reason prior to vesting, other than as a result of a change in control or mandatory retirement requirements. None of the NEOs were subject to mandatory retirement requirements during fiscal year 2022.
	If a participant’s employment is terminated by the Company without cause within two years following a change in control, the shares become vested on the earlier of the vesting date or the date of the change in control. If a participant’s employment is terminated due to mandatory retirement requirements, the shares become vested based on the number of full months from the award date to the participant’s retirement.
(4)	Under the terms of the deferred income plans, if a participant’s employment is terminated within two years of a change in control, the participant will receive a lump-sum payment equal to the greater of (i) the present value of the account balance projected through age 65 using a guaranteed minimum rate of return, or (ii) the actual account balance accumulated through the termination date. However, for deferrals made on and after January 1, 2015, the lump-sum payment would be equal to the participant’s account balance plus the present value of employer contributions and earnings credits that would have been made or earned on such account balance through age 65.
	Upon retirement, the participant will receive the participant’s account balance in 15 installments unless the participant elected a lump sum for deferrals made on and after January 1, 2005, or elected a lump sum or different number of installments for deferrals on or after January 1, 2018. In the event of death or disability, a participant or the participant’s beneficiary will receive the participant’s account balance plus the projected earnings that would have been payable if the participant had retired at age 65.
	Upon any other termination of employment, the participant will receive all deferred amounts plus interest accrued at the Moody’s rate applicable to each plan year.
	The amounts reflected in this table are the amounts each executive would receive if the executive terminated on September 30, 2022. The account balance as of the end of fiscal year 2022 is reflected in the “Non-qualified deferred compensation table” above.
(5)	The Executive Severance Plan provides that the Company will provide a cash payment equal to a certain number of months of continued medical, dental and vision coverage. In the event of involuntary termination, absent a change in control, Ms. Sitherwood would receive a cash payment equal to 24 months of continued medical, dental and vision benefits, and Mr. Lindsey would receive a cash payment equal to 12 months of continued medical, dental and vision benefits. In the event of involuntary termination within two years following a change in control, Ms. Sitherwood would receive a cash payment equal to 36 months of continued medical, dental and vision benefits, and Mr. Lindsey would receive a cash payment equal to 24 months of continued medical, dental and vision benefits. The table reflects these cash payments under the “Health benefits” column. The MCPP, which governs the severance arrangements for Messrs. Rasche, Darrell and Geiselhart, does not provide for Company-paid health benefits or any cash equivalent upon termination.
(6)	Code Section 280G provides guidelines that govern payments triggered by a change in control, known as “parachute payments.” If such payments exceed three times the five-year average annual compensation for certain individuals, the payments may trigger adverse tax consequences and excise taxes. The Company does not provide any gross-up payments for such adverse tax consequences or excise taxes under any of the arrangements. The Executive Severance Plan provides for a “best of net” calculation whereby the reduction in the severance calculation is determined to be the better of a reduction of the calculated amount to the amount permissible under Code Section 280G or the cost to the executive of paying the 20% excise tax on the calculated severance payment. Based on the exemption under Code Section 280G for severance pay that is tied to a non-competition agreement, we believe Ms. Sitherwood’s severance payment and other change in control benefits would not exceed the limits under Code Section 280G. We also believe Mr. Lindsey’s severance payment and other change in control benefits would not exceed the limits under Code Section 280G.
	The MCPP provides for the reduction of the calculated severance value to the amount permissible under Code Section 280G. This amount represents the amount the severance payment to Mr. Rasche would be reduced. We believe no reduction would be required for Mr. Darrell or Mr. Geiselhart.

 

Spire Inc.  |  2022 Proxy Statement

57

CEO pay ratio

 

Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to provide the ratio of the annual total compensation of Ms. Sitherwood, president and chief executive officer, to the annual total compensation of the median employee of the Company.

 

For fiscal year 2022, the annual total compensation of the median employee of the Company and its subsidiaries (other than the president and chief executive officer) was $95,900. Ms. Sitherwood’s total annual compensation for fiscal year 2022 was $4,974,714. Based on this information, the ratio of the compensation of the chief executive officer to the annual total compensation of the median employee was estimated to be 52 to 1.

 

To identify the median employee, and to determine the total annual compensation of such employee, we used the following methodology. We identified our median employee as of the end of the fiscal year, September 30, 2022, based on our entire workforce of 3,584 employees, using base pay, plus annual and long-term incentive compensation, for the period of October 1, 2021 through September 30, 2022. Once the median employee was identified, we then determined the median employee’s annual total compensation for fiscal year 2022 using the Summary Compensation Table methodology set out in Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of Ms. Sitherwood, we used the amount reported in the “Total” column of the “Summary compensation table.”

 

SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and various assumptions and, as a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

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Proposal 3: Advisory vote on frequency of future advisory votes to approve the compensation of our named executive officers

 

In addition to requesting the shareholder advisory approval of the compensation of our named executive officers, Section 14A of the Securities Exchange Act of 1934 and SEC rules issued thereunder also require that once every six years we seek shareholder approval of how often the Company will seek advisory approval of the compensation of our named executive officers. SEC rules require that shareholders be given an option to provide an advisory vote on the compensation of named executive officers every one, two or three years. The last time we held this vote in 2017, the Board recommended, and shareholders approved, that the advisory vote on the compensation of named executive officers should be held every year.

 

Accordingly, after careful consideration, the Board unanimously recommends that shareholders vote for the option of “one year” to provide advisory approval of named executive officer compensation on an annual basis.

 

We continue to believe a one-year frequency provides the highest level of accountability to our shareholders and allows for valuable feedback by our shareholders on our executive compensation program. It is also consistent with our practice of seeking input and engaging in dialogue with our shareholders on corporate governance matters and our executive compensation philosophy, policies and practices.

 

Although the vote on this Proposal is advisory and non-binding, the Board will carefully consider the voting results. If none of the alternatives receives a majority vote, the alternative that receives the most votes will be deemed approved by shareholders.

 

Your Board of Directors recommends a vote of “ONE YEAR” as the frequency of future advisory votes to approve the compensation of our named executive officers.

 

Spire Inc.  |  2022 Proxy Statement

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Proposal 4: Ratification of appointment of independent registered public accountant

 

The Board of Directors, upon recommendation of its audit committee, recommends that you ratify the appointment of Deloitte as independent registered public accountant, to audit the books, records and accounts of Spire Inc. and its subsidiaries for the fiscal year ending September 30, 2023. A representative of Deloitte will be present at the annual meeting, will have an opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions.

 

Your Board of Directors recommends a vote “FOR” ratification of the appointment of Deloitte & Touche LLP as independent registered public accountant.

 

Audit committee report

 

The audit committee of the Board of Directors is composed of five directors who are independent as required by and in compliance with the applicable listing standards of the New York Stock Exchange and the rules of the SEC. The names of the committee members as of the date of this proxy statement appear at the end of this report. The committee operates under a written charter.

 

The primary function of the audit committee is oversight. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements. Management is also responsible for maintaining appropriate accounting and financial reporting practices and policies; for establishing internal controls and procedures designed to provide reasonable assurance that the Company is in compliance with accounting standards and applicable laws and regulations; and for assessing the effectiveness of the Company’s internal control over financial reporting.

 

Deloitte, the Company’s independent registered public accounting firm, is responsible for planning and performing an independent audit of the financial statements in accordance with the standards of the PCAOB and to issue reports expressing an opinion, based on its audit (i) as to the conformity of the audited financial statements with generally accepted accounting principles and (ii) on the effectiveness of the Company’s internal control over financial reporting. The committee is responsible for the appointment, compensation and oversight of Deloitte.

 

In fulfilling its oversight responsibilities, the committee reviewed and discussed the audited financial statements in the 2022 10-K with management and Deloitte, which included a discussion of the critical accounting policies and practices used by the Company. The committee also discussed with Deloitte the matters required to be discussed under the applicable PCAOB standards.

 

Deloitte has provided the committee with the written disclosures and letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and the committee has discussed with Deloitte its independence.

 

Based on the reviews and discussions referred to above, the committee recommended to the Board of Directors that the audited financial statements referred to above be included in the 2022 10-K.

 

Audit committee

Maria V. Fogarty, Chair

Edward L. Glotzbach

Carrie J. Hightman

Rob L. Jones

Brenda D. Newberry

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

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Fees of independent registered public accountant

 

The following table displays the aggregate fees for professional audit services for the audit of the financial statements for the fiscal years ended September 30, 2022 and 2021, and fees incurred for other services performed during those periods by the Company’s independent registered public accounting firm, Deloitte.

 

		2022				2021
Audit fees		$	2,500,000			$	2,425,000
Audit-related fees(1)			243,000				163,200
Tax fees(2)			37,654				34,350
All other fees(3)			1,895				1,895
Total		$	2,782,549			$	2,624,445

(1)	Audit-related fees consisted of comfort letters, consents for registration statements, work paper reviews and audit consulting.
(2)	Tax fees consisted primarily of assistance with tax planning, compliance and reporting.
(3)	All other fees consisted of an annual subscription for the accounting technical library.

 

Audit fees for fiscal year 2022 were higher than 2021 as the result of inflation as well as increased capital market activity. The audit committee pre-approved all the fees for fiscal years 2022 and 2021. The Policy Regarding the Approval of Independent Registered Public Accountant Provision of Audit and Non-Audit Services is described earlier in this proxy statement.

 

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61

Other matters

 

About the annual shareholder meeting

 

This proxy statement is furnished to solicit proxies by the Board of Directors of Spire for use at the annual meeting of its shareholders to be held at 8:30 a.m., Central Standard Time, on Thursday, January 26, 2023, and at any adjournment or postponement of the meeting.

 

The meeting will be held via live webcast through the link set forth in the Notice of Annual Meeting of Shareholders included in this proxy statement. To attend and vote, 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.

 

This proxy statement is first being made available to shareholders with the annual report for the Company’s fiscal year 2022 on or about December 14, 2022. The Company’s principal executive offices are located at 700 Market Street, St. Louis, MO 63101.

 

Questions and answers about the annual meeting

 

Who is soliciting my vote?

 

The Board of Directors of Spire is soliciting your vote for the Company’s annual meeting of shareholders.

 

When will the meeting take place?

 

The annual meeting will be held at 8:30 a.m., Central Standard Time, on Thursday, January 26, 2023. The meeting will be held virtually through the link set forth in the Notice of Annual Meeting of Shareholders included in this proxy statement.

 

Who is entitled to vote at the annual meeting?

 

If you owned Spire common stock at the close of business on November 30, 2022, you may attend and vote at the annual meeting.

 

Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a paper copy of proxy materials?

 

Under the “Notice and Access” rules of the SEC, we are permitted to furnish proxy materials, including this proxy statement and the 2022 10-K, to our shareholders by providing a Notice of Internet Availability of Proxy Materials (“Notice”). Most shareholders will not receive printed copies unless they request them. The Notice instructs you as to how you may access proxy materials on the internet and how you may submit your proxy via the internet. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Any request to receive proxy materials by mail or electronically will remain in effect until you revoke it.

 

If more than one shareholder lives in my household and I have elected to receive printed copies of the proxy materials, how can I obtain an extra copy of the proxy materials?

 

For those shareholders who have elected to receive printed copies of our proxy materials, under the rules of the SEC, we are permitted to deliver a single copy of this proxy statement and our Annual Report on Form 10-K to multiple shareholders that share the same address, unless we have received contrary instructions from any such shareholder. This practice, known as “householding,” is designed to reduce our printing and postage costs. Upon written or oral request, we will mail a separate copy of this proxy statement and our Annual Report on Form 10-K to any shareholder at a shared address to which a single copy of each document was delivered. You may call, toll free, 866-540-7095, or write to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717 to request a separate copy.

 

www.SpireEnergy.com

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Can I vote my shares by filling out and returning the notice?

 

No, the Notice identifies the items to be voted on at the annual meeting; you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to: (i) vote by internet, (ii) vote by telephone and (iii) request and return a paper proxy card or voting instruction card.

 

Why didn’t I receive a notice in the mail regarding the internet availability of proxy materials?

 

If you previously elected to access proxy materials over the internet, you will not receive a Notice in the mail. You should have received an email with links to the proxy materials and online proxy voting. Also, if you previously requested paper copies of the proxy materials or if applicable regulations required delivery of the proxy materials, you will not receive the Notice.

 

If you received a paper copy of the proxy materials or the Notice by mail, you can eliminate paper mailings in the future by electing to receive an email that will provide internet links to these documents. Opting to receive future proxy materials online will save us the cost of printing and mailing documents and help us conserve natural resources. Enrollment for electronic delivery is effective until revoked.

 

Who is a shareholder of record?

 

You are a shareholder of record if your shares are registered directly in your name with our transfer agent, Computershare. You will receive a Notice or these proxy materials by delivery directly to you. You are entitled to vote your shares by internet, telephone, at the virtual meeting, or, if you have requested printed proxy materials, by completing and returning the enclosed proxy card.

 

Who is a beneficial owner?

 

You are a beneficial owner if you hold your stock in a stock brokerage account, or through a bank or other nominee. Your shares are held in “street name” and the Notice or these proxy materials are being sent to you by your broker, bank or nominee, who is considered the shareholder of record. As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote. You may attend the annual meeting virtually, but you will need to provide a letter or statement from that firm that shows you were a beneficial owner of Spire shares on November 30, 2022. You may not vote these shares virtually at the annual meeting unless you request, complete and deliver a legal proxy from your broker, bank or nominee. If you requested printed proxy materials, your broker, bank or nominee provided a voting instruction card for you to use in directing the broker, bank or nominee on how to vote your shares.

 

How many shares must be present to hold the annual meeting?

 

A majority of our issued and outstanding shares entitled to vote at the annual meeting as of the record date must be virtually present or represented by proxy to have a quorum. As of November 30, 2022, there were 52,540,161 shares outstanding. Both abstentions and broker non-votes are counted as present for purposes of determining quorum.

 

How many votes are required for each item of business?

 

Election of directors

 

The election of directors requires the affirmative vote FOR each nominee of a majority of those shares entitled to vote and virtually present at the meeting or represented by proxy. Withheld votes and abstentions will have the effect of votes against the nominee, while broker non-votes will not be considered represented and will have no effect on the outcome.

 

Advisory approval of the compensation of our named executive officers

 

This proposal, which is non-binding, requires the affirmative vote of a majority of the shares entitled to vote and virtually present or represented by proxy at the meeting to be approved. Abstentions will have the effect of a vote against the proposal, while broker non-votes will not be counted as votes cast and will have no effect on the outcome.

 

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

 

If none of the alternatives receives a majority vote, the alternative that receives the most votes will be deemed approved by shareholders. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome.

 

Ratification of appointment of independent registered public accountant

 

This proposal requires an affirmative vote FOR of a majority of those shares entitled to vote and virtually present at the meeting or represented by proxy to be approved. Abstentions will have the effect of a vote against the proposal.

 

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Voting matters

 

How do I vote?

 

You may vote on the internet, by telephone, by mail or by virtually attending the annual meeting through the link set forth in the Notice of Annual Meeting of Shareholders included in this proxy statement and voting by ballot. The internet and telephone voting procedures are designed to authenticate that you are a shareholder by use of a control number. The procedures allow you to confirm that your instructions have been properly recorded. If you vote by telephone or internet, you do not need to mail back your proxy card or voting instruction card.

 

By internet

 

If you have internet access, you may submit your proxy by following the instructions provided in the Notice, or, if you requested printed proxy materials, by following the instructions provided with your proxy materials and on your proxy card or voting instruction card. On the internet voting site, you can confirm that your instructions have been properly recorded. If you vote on the internet, you can also request electronic delivery of future proxy materials.

 

By telephone

 

You can vote by telephone by following the instructions provided in the Notice, or, if you requested printed proxy materials, by following the instructions provided with your proxy materials and on your proxy card or voting instruction card.

 

By mail

 

If you elected to receive printed proxy materials by mail, you may choose to vote by mail by marking your proxy card or voting instruction card, dating and signing it, and returning it in the postage-paid envelope provided. Please allow sufficient time for mailing if you decide to vote by mail.

 

At the annual meeting

 

This year’s annual meeting will be held entirely online to allow for greater participation. Shareholders may participate in the annual meeting by visiting the following website: www.virtualshareholdermeeting.com/SR2022. To participate in the annual meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompany your proxy materials.

 

Shares held in your name as the shareholder of record may be voted electronically during the annual meeting by following the instructions on the screen. However, if your shares are held in the name of a bank, broker or the nominee, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the annual meeting. You should allow yourself enough time prior to the annual meeting to obtain this proxy from the holder of record.

 

The shares voted electronically, by telephone or represented by proxy cards received, properly marked, dated, signed and not revoked, will be voted at the annual meeting.

 

If you hold your shares through a broker, please note that your broker will not be permitted to vote on your behalf for the first two proposals unless you provide instructions as to how to vote your shares. Voting your shares is important to ensure you are represented at the meeting. If you have any questions about the voting process, please contact the broker where you hold your shares.

 

Can I vote my shares that are held in the Company’s dividend reinvestment and stock purchase plan or any of the Company’s 401(k) plans?

 

If you participate in the Company’s dividend reinvestment and stock purchase plan or in the Company Stock Fund of the Spire Employee Savings Plan, you are entitled to vote those shares. If you do not give voting instructions for shares owned by you through this plan, none of your shares held in the plan will be voted. To allow sufficient time for voting by the administrator and trustee of the plan, your voting instructions must be received by January 23, 2023.

 

How can I revoke or change my vote?

 

You may revoke your proxy at any time before it is voted at the meeting by:

 

•	Sending timely written notice of revocation to the corporate secretary;
•	Submitting another timely proxy by telephone, internet or proxy card; or
•	Attending the annual meeting and voting your shares. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed in your favor from the holder of record to be able to vote at the meeting.

 

www.SpireEnergy.com

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How many votes do I have?

 

You are entitled to one vote for each share you owned on November 30, 2022.

 

What happens if I don’t give specific voting instructions?

 

Shareholders of record

 

If you are a shareholder of record and you either indicate you want to vote as recommended by the Board of Directors or you return a signed proxy card but do not indicate how you want to vote, then your shares will be voted in accordance with the recommendations of the Board of Directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the meeting. If you indicate a choice for any matter to be acted upon, the shares will be voted in accordance with your instructions.

 

Beneficial owners

 

If you hold shares in street name and do not provide instructions, your shares may constitute “broker non-votes” on certain proposals. Generally, broker non-votes occur on a non-routine proposal where a broker is not permitted to vote on that proposal without instructions from the beneficial owner and instructions are not given. Broker non-votes are considered present at the annual meeting, but not as voting on a matter. Thus, broker non-votes are counted as present for purposes of determining whether there is a quorum, but are not counted for purposes of determining whether a matter has been approved. Broker non-votes will not affect the outcome of the votes on the first two proposals. If you do not provide instructions to your broker, under the rules of the New York Stock Exchange, your broker will not be authorized to vote the shares it holds for you with respect to the first two proposals. Your broker has the discretion, however, to vote the shares it holds for you on the ratification of the independent registered public accountant.

 

Who counts the votes?

 

We hired Broadridge Financial Solutions as an independent tabulator of votes to ensure confidentiality of the voting process. However, if you write comments on your proxy card, the comments will be shared with us. We also have hired Broadridge Financial Solutions to serve as independent inspector of elections.

 

Requirements for submission of proxy proposals, nomination of directors and other business

 

Under the rules of the SEC, shareholder proposals intended to be included in the proxy statement for the annual meeting of shareholders in January 2024 must be received by the corporate secretary of Spire Inc. at its principal office at the address set forth on page 24 of this proxy statement by August 16, 2023.

 

Also, the procedures to be used by shareholders to recommend nominees to the corporate governance committee are outlined on page 24 of this proxy statement. If a shareholder seeks to nominate a person or make a shareholder proposal from the floor of the annual meeting in January 2024, notice must be received by the corporate secretary at the Company’s principal business offices no later than October 28, 2023, and not before September 28, 2023 (not less than 90 days nor more than 120 days, respectively, prior to January 26, 2024, which is the anniversary date of the 2022 annual meeting). Also, such proposal must be, under law, an appropriate subject for shareholder action to be brought before the meeting.

 

The Chair of the Board may refuse to allow the transaction of any business or to acknowledge the nomination of any person not made in compliance with the procedures set forth in the Company’s bylaws.

 

Proxy solicitation

 

We will pay the expense of soliciting proxies. Proxies may be solicited on our behalf by officers or employees by email, telephone, fax or special letter. We have hired Morrow Sodali LLC, 333 Ludlow Street, 5^th Floor, South Tower, Stamford, CT 06902, to assist us in the solicitation of proxies for a fee of $8,500, plus reimbursement for out-of-pocket expenses for those services.

 

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Helpful resources

 

Board of Directors
Spire Board		https://www.spireenergy.com/officers-directors
Board committee charters
Audit committee		http://investors.spireenergy.com/governance/governance-documents
Compensation and human resources committee		http://investors.spireenergy.com/governance/governance-documents
Corporate governance committee		http://investors.spireenergy.com/governance/governance-documents
Financial reporting
Annual Report		http://investors.spireenergy.com/filings-and-reports/annual-reports
Governance documents
Code of Business Conduct		http://investors.spireenergy.com/governance/governance-documents
Corporate Governance Guidelines		http://investors.spireenergy.com/governance/governance-documents

 

Weblinks are provided for convenience only, and the content on the referenced websites does not constitute a part of this proxy statement.

 

Contact information

 

Investor Relations

Scott W. Dudley Jr.

Managing Director, Investor Relations

Spire Inc.

700 Market Street, 4^th Floor

St. Louis, MO 63101

314-342-0878

Scott.Dudley@SpireEnergy.com

 

Board of Directors

Chair of the Board

c/o Spire Inc.

700 Market Street, 6^th Floor

St. Louis, MO 63101

Attn: Vice President, Associate General Counsel and Corporate Secretary

 

Corporate Secretary

Courtney M. Vomund

Vice President, Associate General Counsel and Corporate Secretary

Spire Inc.

700 Market Street, 6^th Floor

St. Louis, MO 63101

314-342-0659

Courtney.Vomund@SpireEnergy.com

 

Transfer Agent

Computershare Trust Company N.A.

P.O. Box 505000

Louisville, KY 40233-5000

800-884-4225

 

www.SpireEnergy.com

Spire Inc.  |  2022 Proxy Statement

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Schedule A: Reconciliation of operating income to adjusted operating income

 

Adjusted operating income is a non-GAAP financial measure used by the Board and management to measure corporate performance for purposes of the Annual Incentive Plan. Adjusted operating income is based on operating income for three business units (Gas Utility, Gas Marketing and Midstream), and the results are weighted by the budgets for each business unit. Adjusted operating income removes the impacts related to acquisition, divestiture and restructuring activities, mark-to-market adjustments, and other non-recurring items.

 

These internal non-GAAP operating metrics should not be considered as an alternative to, or more meaningful than, GAAP measures.

 

The following table presents a reconciliation of operating income to adjusted operating income.

 

In millions		Gas Utility				Gas Marketing				Midstream				Other/ Eliminations				Consolidated
Operating income [GAAP]		$	339.9			$	46.9			$	20.7			$	0.7			$	408.2
Fair value and timing adjustments			–				(11.4	)			–				–				(11.4	)
Pension and postretirement benefit non-service cost adjustments			(6.1	)			(0.1	)			(0.2	)			–				(6.4	)
Removal of non-recurring benefit and other miscellaneous adjustments			0.2				(8.2	)			0.2				(0.7	)			(8.5	)
Adjusted operating income [non-GAAP]		$	334.0			$	27.2			$	20.7			$	–			$	381.9

 

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This regulatory filing also includes additional resources:
lsr2022_def14a.pdf