DEF 14A of Spire Inc, Dec 18, 2024

DEF 14A of Spire Inc

Filed Dec 18, 2024 · FY20240001308179-24-000822

Open on EDGAR

  1. Nominees for election (page 9)

    Nominees for election (page 9) The following chart includes summary biographies and key aspects of our Board of Directors, including directors who are nominees this year. We believe the competencies currently possessed by our directors represent a solid mix of backgrounds and experiences for the Company.

  2. Nominees for election (page 9)

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

  3. Nominees for election (page 9)

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

  4. Nominees for election (page 9)

    Chair Audit Compensation and Human Resources Corporate Governance Strategy

  5. Nominees for election (page 9)

    | Spire Inc. | 2024 Proxy Statement | 7 |

  6. Proposal 1: Election of directors

    Proposal 1: Election of directors The Board of Directors is divided into three classes. Directors Hightman, Koonce and Newberry, whose terms will expire upon the election of directors at the meeting on January 30, 2025, have been nominated to stand for re-election for terms expiring upon the election of their successors in January 2028 or their earlier removal or resignation from office. The persons named as proxies intend to vote FOR the election of the three nominees. If any nominee becomes unavailable to serve for any reason before the meeting, which is not anticipated, the proxies will vote the shares indicated for that nominee for a person to be selected by our Board of Directors.

  7. Information about the nominees and directors

    Information about the nominees and directors

  8. Nominees for term expiring in 2028

    Nominees for term expiring in 2028

  9. Nominees for term expiring in 2028

    | Carrie J. Hightman | | | Age: 67 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 $10B 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, one of the largest natural gas utilities in the commonwealth, 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 perspective to the Board. Other public directorships: None |

  10. Nominees for term expiring in 2028

    | Paul D. Koonce | | | Age: 64 Director since: 2023 Independent Committees: | Mr. Koonce retired in February 2020 as executive vice president and president and chief executive officer of the Power Generation Group of Dominion Energy, Inc., which is a $50B market cap, $15B revenue gas and electric utility holding company listed on the New York Stock Exchange. He spent 20 years at Dominion in various roles, including chief executive officer of the Gas Infrastructure Group and chief executive officer of the Power Delivery Group. Prior to joining Dominion, Mr. Koonce spent more than 15 years at other companies in the energy sector. Skills relevant to Spire: Mr. Koonce’s 38-year career in the energy industry adds expertise in strategic planning, operations planning, regulatory strategy, mergers and acquisitions, customer service, environmental, safety, risk management and human resources. His recent and extensive experience working in the utility industry brings a strong ability to assist the Board in understanding utility operations and strategic decisions. Other public directorships: None |

  11. Nominees for term expiring in 2028

    | | Chair | | Audit | | Compensation and Human Resources | | Corporate Governance | | Strategy |

  12. Nominees for term expiring in 2028

    | Spire Inc. | 2024 Proxy Statement | 9 |

  13. Nominees for term expiring in 2028

    | Brenda D. Newberry | | | Age: 71 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 following a career in technology starting in the U.S. Air Force, McDonnell Douglas, and MasterCard International where she was vice president of MasterCom, a global profit and loss business unit. 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 |

  14. Nominees for term expiring in 2028

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

  15. Directors with terms expiring in 2026

    Directors with terms expiring in 2026

  16. Directors with terms expiring in 2026

    | Sheri S. Cook | | | Age: 57 Director since: 2024 Independent Committees: | Ms. Cook serves as senior vice president, chief administrative officer at Birmingham, Alabama-based Altec Inc., a leading provider of products and services to utility and telecommunications markets. In her role, Cook oversees and manages human resources, information services and the Altec/Styslinger Foundation. She also has extensive experience in economics and finance, previously holding various positions of increasing responsibility at Altec Inc., Sonat, Inc. and Protective Life Corp. Cook also co-founded and served as managing partner for Kinetic Partners, LLC, an energy project management, consulting and investment firm. Skills relevant to Spire: Ms. Cook brings significant experience in human resources, which is an area that that Board had identified as a priority skillset that would be beneficial to add to the Board. Ms. Cook’s financial background is also an asset for both the Board and the audit committee. Her experience as a current executive at a large products and services company gives her a unique and invaluable perspective on operations and safety. Other public directorships: None |

  17. Directors with terms expiring in 2026

    | Vinny J. Ferrari | | | Age: 64 Director since: 2023 Independent Committees: | Mr. Ferrari retired in December 2020 from Edward Jones, where he served in various leadership roles, including general partner, chief information officer, and most recently, chief operating officer/chief administrative officer. He served on the firm’s executive committee and management committee. Prior to working at Edward Jones, Mr. Ferrari worked on Wall Street for 22 years with Morgan Stanley, JJ Kenny and the Chase Manhattan Bank. He was the chair of the board of trustees and a member of the board of directors of the Securities Industry Institute. Skills relevant to Spire: Mr. Ferrari’s experience in technology and the financial industry brings a unique and important skillset to the Board. He is able to provide insight to the Board on cybersecurity and potential risks in that area. As a former executive at a large private company, he also brings to the Board experience with operations, strategic planning, organizational optimization and crisis management. Other public directorships: None |

  18. Directors with terms expiring in 2026

    | | Chair | | Audit | | Compensation and Human Resources | | Corporate Governance | | Strategy |

  19. Directors with terms expiring in 2026

    | www.SpireEnergy.com | Spire Inc. | 2024 Proxy Statement | 10 |

  20. Directors with terms expiring in 2026

    | Rob L. Jones | | | Age: 66 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: Mr. Jones served on the board of directors of Shell Midstream Partners GP LLC (the general partner of Shell Midstream Partners, LP) from 2014 until the partnership was acquired by Shell in 2022. He chaired the audit committee and served on the conflicts committee during his time on the board. |

  21. Directors with terms expiring in 2026

    | John P. Stupp Jr. | | | Age: 74 Director since: 2005 Independent Committee: | 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, provides broadband fiber service, and offers general, steel and industrial construction services. Mr. Stupp serves as a director of Stupp Bros., Inc. Skills relevant to Spire: As chairman, chief executive officer 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 chaired the compensation committee and served on the audit committee until August 2024. |

  22. Directors with terms expiring in 2027

    Directors with terms expiring in 2027

  23. Directors with terms expiring in 2027

    | Mark A. Borer | | | Age: 70 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 chief executive officer 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: Mr. Borer previously served on the board of directors of Texas Eastern Products Pipeline Company, LLC and DCP Midstream Partners, LP. Most recently, he served on the board of directors of Altus Midstream Company from 2017 to 2022, where he was a member of the audit committee. |

  24. Directors with terms expiring in 2027

    | | Chair | | Audit | | Compensation and Human Resources | | Corporate Governance | | Strategy |

  25. Directors with terms expiring in 2027

    | Spire Inc. | 2024 Proxy Statement | 11 |

  26. Directors with terms expiring in 2027

    | Maria V. Fogarty | | | Age: 65 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 bolsters 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 |

  27. Directors with terms expiring in 2027

    | Steven L. Lindsey | | | Age: 58 Director since: 2023 Management Committees: | Mr. Lindsey has served as the Company’s president and chief executive officer since October 1, 2023. Skills relevant to Spire: Prior to being named president and chief executive officer, Mr. Lindsey spent 11 years at Spire, most recently as the Company’s executive vice president, chief operating officer. In that role, he was responsible for the operations of all Gas Utilities, as well as Gas Marketing and Midstream. Prior to Mr. Lindsey’s time at Spire, he spent 23 years in the natural gas utility business at AGL Resources, most recently serving as president of Atlanta Gas Light, Chattanooga Gas and Florida City Gas and as senior vice president of southern operations. Mr. Lindsey has also served as the chair of the Southern Gas Association and is a member of the executive council of the American Gas Association. Mr. Lindsey will use his extensive experience in the natural gas industry to continue to shape the future strategy of the Company, both in his capacity as chief executive officer and as a member of the Board. Other public directorships: None |

  28. Directors with terms expiring in 2027

    | | Chair | | Audit | | Compensation and Human Resources | | Corporate Governance | | Strategy |

  29. Corporate governance at a glance

    Corporate governance at a glance

  30. 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 four women and six 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 • 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 • Two of our committee chairs are female directors | | 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 | | Sustainability oversight | • The Board has assumed formal oversight of sustainability 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) | | Management succession planning | • The Board actively monitors our succession planning and personnel development and receives regular updates on employee engagement matters | | 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 $630,000; 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 |

  31. Directors’ compensation

    | Name | Fees earned or paid in cash | Stock awards(1) | Nonqualified deferred compensation earnings(2) | Total | | Borer | $119,334 | $124,765 | $14,885 | $258,984 | | Cook | 52,500 | — | — | 52,500 | | Ferrari | 103,334 | 124,765 | — | 228,099 | | Fogarty | 121,334 | 124,765 | 8,300 | 254,399 | | Glotzbach | 33,334 | — | 38,860 | 72,194 | | Hightman | 103,334 | 124,765 | — | 228,099 | | Jones | 223,334 | 124,765 | — | 348,099 | | Koonce | 103,334 | 124,765 | — | 228,099 | | Newberry | 118,334 | 124,765 | 8,237 | 251,336 | | Schwartz | 33,334 | — | — | 33,334 | | Stupp | 103,334 | 124,765 | — | 228,099 |

  32. Alignment of pay and performance

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

  33. Compensation overview and philosophy

    Our pay-for-performance compensation philosophy promotes our corporate strategy and shareholder value, while remaining equitable for the Company, its executives and its shareholders. The Committee believes its compensation practices reflect a responsible pay-for-performance culture. The Committee seeks to deliver a total compensation package that balances short-term and longer-term compensation opportunities to ensure the Company meets short-term objectives while continuing to create value for its shareholders over the long term. The Committee also promotes a competitive compensation program to attract, motivate and retain key executives. Each year, the Committee reviews the Company’s pay program for its executive officers to evaluate total compensation relative to the Company’s peer group. The Company’s compensation philosophy is to position target total compensation in the median range of peer comparator data, with consideration for the executive’s performance, skills and experience, and with realized pay dependent on Company results. The Committee considered the results of the January 2024 shareholder advisory “say-on-pay” vote when making compensation decisions. A majority (98.04%) of the votes cast approved the compensation program described in the Company’s 2023 proxy statement. The judgment of the Committee, which included taking into account the support from the shareholder vote, was that no significant changes to the executive compensation program were warranted as a direct result of shareholder feedback.

  34. Best practices in executive compensation

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

  35. Best practices in executive compensation

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

  36. Components of executive compensation

    | 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, business unit, 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. The corporate and business unit metrics used for the AIP are both adjusted operating income, and the safety metric is based on the OSHA Days Away, Restricted, or Transferred (DART) rate, at-fault motor vehicle accident rate, the total recordable injury rate, and a new officer engagement rate. | | 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 are awarded based on the average adjusted EPS 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 adjusted EPS, and 75% of the award being based on relative total shareholder return. |

  37. Summary of 2024 compensation decisions for NEOs

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

  38. Comparison of total direct compensation from FY23 to FY24

    | | | FY23 | FY24 | % Change | | Lindsey | Base Salary | $568,959 | $800,000 | | | | Annual Incentive | 324,520 | 709,800 | | | | Long-term Incentive | 982,477 | 1,400,000 | | | | Total | 1,875,956 | 2,909,800 | 55.1% | | Rasche | Base Salary | 491,915 | 512,000 | | | | Annual Incentive | 228,520 | 272,049 | | | | Long-term Incentive | 658,594 | 675,000 | | | | Total | 1,379,029 | 1,459,049 | 5.8% | | Doyle | Base Salary | | 550,000 | | | | Annual Incentive | | 245,867 | | | | Long-term Incentive | | 837,500 | | | | Total | | 1,633,367 | | | Geiselhart | Base Salary | 424,360 | 437,091 | | | | Annual Incentive | 182,846 | 188,401 | | | | Long-term Incentive | 467,585 | 450,000 | | | | Total | 1,074,791 | 1,075,492 | 0.1% | | Hyman | Base Salary | | 380,993 | | | | Annual Incentive | | 167,741 | | | | Long-term Incentive | | 210,000 | | | | Total | | 758,734 | |

  39. Annual incentive compensation

    Annual incentive compensation At the beginning of each fiscal year, the Board reviews and sets key performance metrics for the AIP based on the Company’s business and strategic plan for the upcoming year. Actual payments to executives are then based on the Company’s fiscal year results as well as the executive’s individual performance. The Committee, in collaboration with management, sets the targets for the corporate, business unit and safety metrics described below, based on an analysis of prior years’ performance and a focus on achieving financial growth and improvement in safety performance in future years. Individual performance is reviewed by the Committee and is based on accomplishments related to the executive’s functional area of responsibility, execution of corporate strategy and financial results. Progress on the AIP metrics is reviewed periodically during the year, and the Committee reviews the final results shortly after the end of the fiscal year but awaits the audit certification before approving the final payouts. Rarely, some discretionary adjustments may be applied, where appropriate, and there are instances where individual objectives may be modified during the year. No discretionary adjustments were applied for fiscal year 2024. The following chart sets forth the 2024 AIP targets as a percentage of base salary and the weightings of the corporate, business unit, safety and individual metrics for each NEO.

  40. Corporate and business unit metrics

    Corporate and business unit metrics The metric used in determining the corporate and business unit performance portions of AIP awards is adjusted operating income(1), which is a key measure of the Company’s financial success for the fiscal year and is a common metric used for short-term incentives within the industry. The corporate metric also includes a weighting mechanism for each business unit in order to prevent extremely high or low performance from a smaller business unit from having a disproportionate impact on the overall results. Adjusted operating income for AIP purposes is based on operating income for three categories of business units (Gas Utility, Gas Marketing and Midstream), and the results are weighted by the budgets for each category of business unit. Adjusted operating income removes the impacts related to acquisition, divestiture and restructuring activities, mark-to-market adjustments, and other non-operational and non-recurring items. The Committee and management believe these adjustments provide a useful representation of the economic impact of the overall results of ongoing operations. The table below shows the levels of threshold, target and high performance for the corporate and business unit metrics for fiscal year 2024, the payout percentage for the business unit metric, as well as the resulting payout percentage after the business unit weighting mechanism has been applied.

  41. Corporate and business unit metrics

    | Corporate/business unit metrics | Threshold performance | Target performance | High performance | Actual performance | Resulting corporate metric payout percentage | Resulting business unit metric payout percentage | | Adjusted operating income (millions) | $402.0/$354.0 | $487.0/$410.5 | $531.0/$441.0 | $478.6/$401.0 | 96.3% | 92% |

  42. Fiscal year 2024 AIP results

    Fiscal year 2024 AIP results After evaluating the performance of the Company and the NEOs in fiscal year 2024, the Committee approved annual incentive awards. AIP payouts are capped at 150% of target. These AIP awards reflect the NEOs’ strong leadership to strategically operate the business during a fiscal year that presented unique challenges and changes. As a result of the performance on the metrics described herein, the NEOs earned the following amounts under the AIP.

  43. Fiscal year 2024 AIP results

    | | Corporate | Safety | Individual | Business unit | Total annual incentive plan payout | Total annual incentive plan payout as % of target | | Lindsey | $577,800 | $12,000 | $120,000 | $– | $709,800 | 89% | | Rasche | 191,132 | 4,580 | 76,337 | – | 272,049 | 89 | | Doyle | 93,579 | 4,165 | 71,493 | 76,630 | 245,867 | 89 | | Geiselhart | 136,186 | 3,263 | 48,952 | – | 188,401 | 87 | | Hyman | 64,207 | 2,857 | 48,100 | 52,577 | 167,741 | 88 |

  44. Long-term incentive compensation

    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.

  45. Long-term incentive compensation

    | www.SpireEnergy.com | Spire Inc. | 2024 Proxy Statement | 40 |

  46. Long-term incentive compensation

    The number of PCSUs that vest is determined based on two metrics. The first is a Relative Total Shareholder Return (“TSR”) metric that compares the Company’s TSR performance to its peer group over a period of three fiscal years (described herein on pages 45-46). The second is the average basic adjusted EPS, previously called “net economic earnings per share,” over the same three-year period. Adjusted earnings exclude from net income the after-tax impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisitions, divestiture and restructuring activities, and the largely non-cash impacts of impairments and other non-recurring or unusual items, such as certain regulatory, legislative or GAAP standard-setting actions.(2) The threshold, target and high-performance levels set for EIP grants are considered to be confidential and competitive information, particularly to the extent the performance targets relate to projected Company financial data and strategy, neither of which the Company publicly discloses. The Committee believes that targeted levels of performance for the EIP grants are challenging and will not be achieved all the time. The high-performance level will be difficult to achieve and will require exceptional performance. The following chart shows the vesting levels for prior fiscal years as a percentage of target.

  47. Long-term incentive compensation

    | Performance period (fiscal years) | Percentage of target at which grants vested | | 2018–2020 | 71% | | 2019–2021 | 121 | | 2020–2022 | 85 | | 2021–2023 | 89 | | 2022–2024 | 95 |

  48. Long-term incentive compensation

    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.

  49. Policies and practices for granting certain equity awards

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

  50. Grants made in fiscal year 2024

    With respect to each of the two metrics that determine the number of PCSUs to vest, the “threshold” performance level produces vesting of 50% of the target level of stock units. The “target” performance level produces vesting of 100% of the target level of stock units, and the “high” performance level produces vesting of 200% of the target level of stock units. Dividend equivalents on PCSUs accrue throughout the performance period and will only be paid to the participants in proportion to the number of shares actually earned at vesting. No interest is paid on the accrued dividend equivalents. Grants that vested in 2024 On November 11, 2021, the Board authorized the grant of TBRSs and PCSUs to 29 current officers, including all NEOs other than Mr. Doyle. The grants were made on November 29, 2021. These awards vested on November 29, 2024. The PCSUs were granted for the performance period of fiscal years 2022-2024. The vesting of those awards was based upon the three-year average adjusted EPS metric and the three-year relative TSR metric determined using the peer group in place at the time of the grant, with each of these metrics being weighted at 50%. Additional information about the peer group can be found herein at pages 45-46. TSR for the Company and peer group was calculated as follows: Total share value at the end of the performance period is calculated as the average share price for the last 20 trading days of the performance period ending September 30, 2024, plus the value of reinvested dividends. Average share price immediately prior to the grant is calculated using the average share price for the last 20 trading days immediately prior to September 30, 2021. In reviewing the Company’s performance over the period and in accordance with the terms of the EIP, the Committee evaluated the adjusted EPS metric by averaging the adjusted EPS for each of fiscal years 2022, 2023 and 2024. The metrics and actual performance for the 2021 PCSUs were as follows:

  51. Grants made in fiscal year 2024

    | | Weighting | Threshold performance | Target performance | High performance | Actual performance | | Total shareholder return Payout percentage | 50% | 25th percentile 50% | 50th percentile 100% | 100th percentile 200% | 63.5th percentile 127% | | Three-year average adjusted earnings per share Payout percentage | 50% | $4.09 50% | $4.42 100% | $4.65 200% | $4.02 0% |

  52. Roles in 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 • Approve other compensation recommendations made by the Committee | | 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 |

  53. Compensation and human resources committee actions in 2024

    | • | Reviewed the Company’s competitive pay ranges for Officers relative to market; | | • | Reviewed and discussed executive compensation trends including issues related to pay practices and incentive plans; | | • | Reviewed the annual and long-term incentive designs and approved metrics of each AIP plan and the EIP plan relative to the corporate financial and non-financial metrics; | | • | Reviewed the Committee Charter to ensure consistency and applicability to the Company’s compensation philosophy, processes and procedures; | | • | Reviewed the Company’s compensation philosophy with management and Semler Brossy; | | • | Reviewed the Company’s diversity, equity and inclusion initiatives with respect to historical data and discussed progress made during the year; | | • | 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 decided to maintain 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; | | • | Continued the succession planning process for officer level positions and compensation approval on hiring Spire’s new Chief Operating Officer in January 2024; | | • | 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. |

  54. Spire’s use of comparator data

    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.

  55. Spire’s use of comparator data

    | Type of comparator data | How we use it | | Willis Towers Watson Energy Services Executive Compensation Survey | Primary data source for executive compensation decisions | | Secondary peer group data | Secondary data source to gauge affordability and the aggregate positioning of executive officer compensation | | TSR peer group | Approved annually by the compensation and human resources committee and used to evaluate the relative TSR metric for vesting of PCSUs |

  56. Competitive market compensation analysis

    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.

  57. Competitive market compensation analysis

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  58. Competitive market compensation analysis

    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 139 companies for the 2023 report. The specific identity of respondents for any given position is not provided to the Company. Because of the large variance in size among participating companies within the survey, the independent compensation consultant conducts analyses, including regression, to adjust the compensation data for differences in revenue scope. These adjustments are necessary to allow for appropriate size comparisons between our Company and the participating companies in the survey. The WTW Survey is used as the primary data source for assessing the individual competitiveness of the executive officers’ pay because it is a more robust sample of data and allows for specific functional matches for each officer. The secondary comparator data set used in making compensation decisions consists of specific utility companies also utilized in the TSR peer group discussed below. This secondary set of data is used to gauge affordability and the aggregate positioning of executive officer compensation. It also provides a secondary reference point and provides greater detail to the Committee on a company-by-company basis. For fiscal year 2024, 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., 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.

  59. TSR peer group

    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 on page 46 shows our TSR peer group for fiscal year 2024, as well as a comparison of peer group members for fiscal years 2021 to 2024. In the TSR peer groups table, the text in orange signifies companies that were added to the peer group that year, and the asterisks indicate companies that were subsequently removed from the peer group. These changes to the peer group are taken into account by the Committee at the time of vesting. For fiscal year 2024, the peer group includes the public companies that participated in the 2023 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 2023 WTW Survey. The Committee believes this peer group is an appropriate range of companies against which the Company’s success can be accurately measured.

  60. TSR peer group

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  61. TSR peer group

    TSR peer groups by fiscal year

  62. TSR peer group

    | FY21 | FY22 | FY23 | FY24 | | [did not report] | ALLETE, Inc. | ALLETE, Inc. | ALLETE, Inc. | | Alliant Energy Corp. | Alliant Energy Corp. | Alliant Energy Corp. | Alliant Energy Corp. | | Ameren Corporation | Ameren Corporation | Ameren Corporation | Ameren Corporation | | American Water Works Company, Inc. | American Water Works Company, Inc. | American Water Works Company, Inc. | American Water Works Company, Inc. | | Atmos Energy Corp. | Atmos Energy Corp. | Atmos Energy Corp. | Atmos Energy Corp. | | Avista Corp. | Avista Corp. | Avista Corp. | Avista Corp. | | Black Hills Corp. | Black Hills Corp. | Black Hills Corp. | Black Hills Corp. | | BWX Technologies, Inc.* | | | | | | CenterPoint Energy, Inc. | CenterPoint Energy, Inc. | CenterPoint Energy, Inc. | | | | Chesapeake Utilities Corp. | Chesapeake Utilities Corp. | | Enable Midstream Partners, LP* | | | | | | Essential Utilities, Inc. | Essential Utilities, Inc. | Essential Utilities, Inc. | | Evergy, Inc. | Evergy, Inc. | Evergy, Inc. | Evergy, Inc. | | First Solar, Inc.* | | | | | Genesis Energy, L.P.* | | | | | Hawaiian Electric Industries, Inc. | Hawaiian Electric Industries, Inc. | Hawaiian Electric Industries, Inc.** | | | Helmerich & Payne, Inc.* | | | | | IDACORP, Inc. | IDACORP, Inc. | IDACORP, Inc. | IDACORP, Inc. | | MDU Resources Group, Inc. | MDU Resources Group, Inc. | MDU Resources Group, Inc. | MDU Resources Group, Inc. | | | MGE Energy, Inc. | MGE Energy, Inc. | MGE Energy, Inc. | | MRC Global Inc.* | | | | | | National Fuel Gas Company | National Fuel Gas Company | 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.* | | | | | 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. | [acquired in 2023] | | | Southwest Gas Corp. | Southwest Gas Corp. | Southwest Gas Corp. | Southwest Gas Corp. | | | UGI Corporation | UGI Corporation | UGI Corporation | | 28 peers | 27 peers | 27 peers | 26 peers |

  63. TSR peer group

    | * Subsequently removed due to lack of relevance to utility industry | | ** Subsequently removed due to going concern issues |

  64. TSR peer group

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  65. Severance and change in control

    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.

  66. Executive Severance Plan

    Executive Severance Plan Messrs. Lindsey and Doyle 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 Mr. Lindsey and 100% for Mr. Doyle) 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 Mr. Lindsey and 12 months for Mr. Doyle. 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 Mr. Lindsey and 200% for Mr. Doyle) 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 Mr. Lindsey and 24 months for Mr. Doyle. 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.

  67. Management Continuity Protection 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 and Hyman were covered by the MCPP at fiscal year end. Mr. Geiselhart was covered by the MCPP until he turned age 65. He was not covered under any severance or change in control agreement 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.

  68. Life insurance

    Life insurance The Company provides a life insurance benefit for all NEOs 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.”

  69. Summary compensation table

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

  70. Bonus

    Bonus The amounts in this column represent sign-on or discretionary bonuses. No such bonuses were made in fiscal year 2024. Amounts under the Company’s AIP are reported in the “Non-equity incentive plan compensation” column.

  71. Non-equity incentive plan compensation

    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.

  72. Change in pension value and non-qualified deferred compensation earnings

    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 earnings in fiscal year 2024 on deferrals in the deferred income plans.

  73. Change in pension value and non-qualified deferred compensation earnings

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  74. Change in pension value and non-qualified deferred compensation earnings

    Summary compensation table

  75. Change in pension value and non-qualified deferred compensation earnings

    | 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 | | Steven L. Lindsey President and Chief Executive Officer | 2024 | $803,077 | $– | $1,571,733 | $709,800 | $162,663 | $151,657 | $3,398,930 | | | 2023 | 566,893 | – | 982,477 | 324,520 | 104,875 | 111,000 | 2,089,765 | | | 2022 | 567,717 | – | 884,140 | 314,264 | 61,408 | 122,795 | 1,950,324 | | Steven P. Rasche Executive Vice President, Chief Financial Officer | 2024 | 511,652 | – | 758,142 | 272,049 | 133,155 | 110,489 | 1,785,487 | | | 2023 | 489,995 | – | 658,594 | 228,520 | 121,757 | 85,336 | 1,584,202 | | | 2022 | 488,990 | – | 592,576 | 217,512 | 136,118 | 102,817 | 1,538,013 | | Scott E. Doyle(4) Executive Vice President, Chief Operating Officer | 2024 | 393,462 | – | 946,956 | 245,867 | – | 255,276 | 1,841,561 | | | 2023 | – | – | – | – | – | – | – | | | 2022 | – | – | – | – | – | – | – | | Michael C. Geiselhart Senior Vice President, Chief Strategy and Corporate Development Officer | 2024 | 437,303 | – | 505,631 | 188,401 | 133,307 | 91,186 | 1,355,828 | | | 2023 | 424,360 | – | 467,585 | 182,846 | 107,477 | 61,043 | 1,243,311 | | | 2022 | 437,195 | – | 434,180 | 145,927 | 70,484 | 67,405 | 1,155,191 | | Ryan L. Hyman Senior Vice President, Chief Customer and Information Officer | 2024 | 382,458 | – | 236,089 | 167,741 | 100,870 | 45,583 | 932,741 | | | 2023 | – | – | – | – | – | – | – | | | 2022 | – | – | – | – | – | – | – |

  76. Change in pension value and non-qualified deferred compensation earnings

    | (1) See the Stock-based Compensation footnote of the consolidated financial statements in the 2024 Annual Report on Form 10-K for discussions regarding the manner in which the fair value of these awards is calculated, including assumptions used. Further information regarding the fiscal year 2024 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 fiscal year 2024 stock awards for the NEOs is as follows: |

  77. Change in pension value and non-qualified deferred compensation earnings

    | Lindsey | $2,793,555 | | Rasche | 1,347,425 | | Doyle | 1,527,730 | | Geiselhart | 898,487 | | Hyman | 419,752 |

  78. Change in pension value and non-qualified deferred compensation earnings

    The amounts for stock awards are presented excluding any actual or estimated forfeitures.

  79. Change in pension value and non-qualified deferred compensation earnings

    | (2) The table below provides details for fiscal year 2024. 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. |

  80. Change in pension value and non-qualified deferred compensation earnings

    | | Increase in pension value | Above-market interest | Total | | Lindsey | $161,408 | $1,255 | $162,663 | | Rasche | 115,668 | 17,487 | 133,155 | | Doyle | – | – | – | | Geiselhart | 101,250 | 32,057 | 133,307 | | Hyman | 100,870 | – | 100,870 |

  81. Change in pension value and non-qualified deferred compensation earnings

    | (3) The table below provides details on the amounts included in the “All other compensation” column for fiscal year 2024. |

  82. Change in pension value and non-qualified deferred compensation earnings

    | | 401(k) match | Perquisites(a) | Dividend equivalents(b) | Dividends(c) | Deferred dividend equivalents(d) | Deferred dividends(e) | Other | Total | | Lindsey | $17,250 | $20,868 | $27,242 | $10,419 | $50,595 | $25,283 | $– | $151,657 | | Rasche | 17,555 | 18,304 | – | 21,865 | 52,765 | – | – | 110,489 | | Doyle | 11,885 | 231,521 | – | 7,747 | – | 4,123 | – | 255,276 | | Geiselhart | 21,491 | 15,313 | – | – | 39,284 | 15,098 | – | 91,186 | | Hyman | 16,903 | 1,902 | 19,391 | 6,282 | – | 1,105 | – | 45,583 |

  83. Change in pension value and non-qualified deferred compensation earnings

    | (a) Perquisites include life insurance premiums, spousal travel, and executive financial and tax planning. For Mr. Doyle, also includes expenses related to relocation from Houston, TX to St. Louis, MO. | | (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. |

  84. Change in pension value and non-qualified deferred compensation earnings

    | (4) Mr. Doyle began employment on January 15, 2024, so his compensation does not reflect the full fiscal year. |

  85. Change in pension value and non-qualified deferred compensation earnings

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  86. Grants of plan-based awards table

    Grants of plan-based awards table 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, business unit, 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.

  87. Grants of plan-based awards table

    | Name | 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 | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | (3) | (4) | | Lindsey | 11/09/23 | $400,000 | $800,000 | $1,200,000 | | | | | | | | 11/20/23 | | | | 8,615 | 17,230 | 34,460 | | $1,221,823 | | | 11/20/23 | | | | | | | 5,740 | 349,910 | | Rasche | 11/09/23 | 153,600 | 307,200 | 460,800 | | | | | | | | 11/20/23 | | | | 4,155 | 8,310 | 16,620 | | 589,283 | | | 11/20/23 | | | | | | | 2,770 | 168,859 | | Doyle | 01/15/24 | 206,250 | 412,500 | 618,750 | | | | | | | | 01/17/24 | | | | 4,095 | 8,190 | 16,380 | | 580,774 | | | 01/17/24 | | | | | | | 6,150 | 366,182 | | Geiselhart | 11/09/23 | 109,273 | 218,546 | 327,819 | | | | | | | | 11/20/23 | | | | 2,770 | 5,540 | 11,080 | | 392,855 | | | 11/20/23 | | | | | | | 1,850 | 112,776 | | Hyman | 11/09/23 | 95,248 | 190,496 | 285,744 | | | | | | | | 11/20/23 | | | | 1,295 | 2,590 | 5,180 | | 183,664 | | | 11/20/23 | | | | | | | 860 | 52,425 |

  88. Grants of plan-based awards table

    | (1) These columns show the range of possible payouts for AIP in fiscal year 2024. The amounts paid in fiscal year 2025 but earned based upon performance in fiscal year 2024 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 2024. | | (3) This column shows the award of TBRSs granted in fiscal year 2024 as to which the restrictions will lapse on November 20, 2026. Details of each grant are listed in the “Outstanding equity awards at fiscal year end table” and are further discussed in the CD&A. | | (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 fiscal year 2024 in the “Summary compensation table.” |

  89. Grants of plan-based awards table

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  90. Outstanding equity awards at fiscal year end table

    Outstanding equity awards at fiscal year end table

  91. 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 | | Lindsey | 11/29/21 | 3,500 | $235,515 | 11/29/24 | 10,510 | $707,218 | | | 11/18/22 | 3,160 | 212,636 | 11/18/25 | 9,490 | 638,582 | | | 11/20/23 | 5,740 | 386,245 | 11/20/26 | 17,230 | 1,159,407 | | Rasche | 11/29/21 | 2,350 | 158,132 | 11/29/24 | 7,040 | 473,722 | | | 11/18/22 | 2,120 | 142,655 | 11/18/25 | 6,360 | 427,964 | | | 11/20/23 | 2,770 | 186,393 | 11/20/26 | 8,310 | 559,180 | | Doyle | 01/17/24 | 3,420 | 230,132 | 01/17/26 | – | – | | | 01/17/24 | 2,730 | 183,702 | 11/20/26 | 8,190 | 551,105 | | Geiselhart | 11/29/21 | 1,720 | 115,739 | 11/29/24 | 5,160 | 347,216 | | | 11/18/22 | 1,500 | 100,935 | 11/18/25 | 4,520 | 304,151 | | | 11/20/23 | 1,850 | 124,487 | 11/20/26 | 5,540 | 372,787 | | Hyman | 11/29/21 | 850 | 57,197 | 11/29/24 | 2,550 | 171,590 | | | 11/18/22 | 740 | 49,795 | 11/18/25 | 2,230 | 150,057 | | | 11/20/23 | 860 | 57,869 | 11/20/26 | 2,590 | 174,281 |

  92. Outstanding equity awards at fiscal year end table

    | (1) The dollar amounts in this column reflect the value calculated at $67.29 per share, the closing price of the Company stock on September 30, 2024. 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). |

  93. Outstanding equity awards at fiscal year end table

    Percentage of equity awards deferred under Spire Deferred Income Plan

  94. Outstanding equity awards at fiscal year end table

    | | 11/29/21 grant | | 11/18/22 grant | | 11/20/23 grant | | | | PCSUs | TBRSs | PCSUs | TBRSs | PCSUs | TBRSs | | Lindsey | 65% | 65% | 75% | 75% | 75% | 75% | | Rasche | 100 | – | 100 | – | 100 | – | | Doyle | – | – | – | – | 100 | 100 | | Geiselhart | 100 | 100 | 100 | 100 | 100 | 100 | | Hyman | – | – | 50 | 50 | 100 | – |

  95. Outstanding equity awards at fiscal year end table

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  96. Outstanding equity awards at fiscal year end table

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

  97. Outstanding equity awards at fiscal year end table

    | Grant date | Performance period | Vesting date | Name | Threshold | Target | Maximum | | 11/29/21 | 10/1/21–9/30/24 | 11/29/24 | Lindsey | 5,255 | 10,510 | 21,020 | | | | | Rasche | 3,520 | 7,040 | 14,080 | | | | | Doyle | – | – | – | | | | | Geiselhart | 2,580 | 5,160 | 10,320 | | | | | Hyman | 1,275 | 2,550 | 5,100 | | 11/18/22 | 10/1/22–9/30/25 | 11/18/25 | Lindsey | 4,745 | 9,490 | 18,980 | | | | | Rasche | 3,180 | 6,360 | 12,720 | | | | | Doyle | – | – | – | | | | | Geiselhart | 2,260 | 4,520 | 9,040 | | | | | Hyman | 1,115 | 2,230 | 4,460 | | 11/20/23 | 10/1/23–9/30/26 | 11/20/26 | Lindsey | 8,615 | 17,230 | 34,460 | | | | | Rasche | 4,155 | 8,310 | 16,620 | | | | | Doyle | 4,095 | 8,190 | 16,380 | | | | | Geiselhart | 2,770 | 5,540 | 11,080 | | | | | Hyman | 1,295 | 2,590 | 5,180 |

  98. Option exercises and stock vested in fiscal 2024 table

    Option exercises and stock vested in fiscal 2024 table None of the NEOs held any exercisable stock options in fiscal year 2024, 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.

  99. Option exercises and stock vested in fiscal 2024 table

    | Name | Number of shares acquired on vesting | Value realized on vesting | | Lindsey | 13,029 | $789,948 | | Rasche | 8,829 | 535,302 | | Doyle | – | – | | Geiselhart | 6,579 | 398,885 | | Hyman | 3,249 | 196,987 |

  100. Grandfathered pension benefit

    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 continued 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 was also 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 excludes such incentive compensation for purposes of the grandfathered benefit. Of the NEOs, only Messrs. Geiselhart and Hyman have a grandfathered benefit. 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. Geiselhart is over age 60, immediate retirement is assumed in calculating his grandfathered benefit.

  101. Grandfathered pension benefit

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  102. Pension benefits table

    Pension benefits table

  103. Pension benefits table

    | Name | Plan name | Number of years of credited service(1) | Present value of accumulated benefit | Payments during last year | | Lindsey | Spire Missouri Employees’ Retirement Plan | – | $344,228 | $– | | | Supplemental Retirement Benefit Plans | – | 567,298 | – | | Rasche | Spire Missouri Employees’ Retirement Plan | – | 496,738 | – | | | Supplemental Retirement Benefit Plans | – | 512,644 | – | | Doyle | Spire Missouri Employees’ Retirement Plan | – | – | – | | | Supplemental Retirement Benefit Plans | – | – | – | | Geiselhart | Spire Missouri Employees’ Retirement Plan | 2.33 | 728,059 | – | | | Supplemental Retirement Benefit Plans | 2.33 | 442,563 | – | | Hyman | Spire Missouri Employees’ Retirement Plan | 0.16 | 280,588 | – | | | Supplemental Retirement Benefit Plans | 0.16 | 122,013 | – |

  104. Pension benefits table

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

  105. Non-qualified deferred compensation

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

  106. Non-qualified deferred compensation table

    Non-qualified deferred compensation table

  107. 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 | | Lindsey | $634,418 | $– | $199,347 | $– | $1,660,286 | | Rasche | 740,359 | – | 522,581 | – | 4,878,144 | | Doyle | – | – | 4,201 | – | 4,201 | | Geiselhart | 556,655 | – | 762,443 | – | 4,791,382 | | Hyman | 88,248 | – | 175,655 | – | 765,366 |

  108. Non-qualified deferred compensation table

    | (1) Amounts in this column include vested deferred PCSUs for Mr. Lindsey, Mr. Rasche, and Mr. Geiselhart; amounts included in the “Salary” column of the “Summary compensation table” of $7,659.05 for Mr. Lindsey, $202,636.92 for Mr. Rasche, $108,415.86 for Mr. Geiselhart, and $16,998.19 for Mr. Hyman; and amounts included in the “Non-equity incentive plan compensation” column of the “Summary compensation table” of $148,538.00 for Mr. Rasche, $45,711.50 for Mr. Geiselhart, and $71,249.00 for Mr. Hyman. | | (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” columns 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.” Mr. Doyle became eligible to defer compensation during fiscal year 2024, and the aggregate earnings reflect the dividends paid on his TBRS deferral in fiscal year 2024. |

  109. Potential payments upon termination or change in control

    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, 2024) using the New York Stock Exchange closing price of $67.29 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. Amounts payable to an NEO in the event of a change in control may be subject to a reduction of Sections 280G and 4999 of the Code. 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.”

  110. Potential payments upon termination or change in control

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  111. Potential payments upon termination or change in control

    | 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 | | Lindsey | | | | | | | | | Voluntary Termination | $– | $800,000 | $1,664,887 | $1,660,285 | $– | $– | $4,125,172 | | Retirement | – | 800,000 | 1,664,887 | 1,660,285 | – | – | 4,125,172 | | Disability | – | 800,000 | 2,124,552 | 1,661,637 | – | – | 4,586,189 | | Death | – | 800,000 | 2,124,552 | 1,661,637 | – | – | 4,586,189 | | Involuntary Termination | 1,600,000 | 800,000 | 1,664,887 | 1,660,285 | 45,410 | – | 5,770,582 | | Change-In-Control | 4,800,000 | 800,000 | 2,499,283 | 1,661,637 | 68,115 | – | 9,829,035 | | Rasche | | | | | | | | | Voluntary Termination | – | 307,200 | 1,039,632 | 4,878,143 | – | – | 6,224,975 | | Retirement | – | 307,200 | 1,039,632 | 4,878,143 | – | – | 6,224,975 | | Disability | – | 307,200 | 1,327,932 | 4,888,541 | – | – | 6,523,673 | | Death | – | 307,200 | 1,327,932 | 4,933,281 | – | – | 6,568,413 | | Involuntary Termination | – | 307,200 | 1,039,632 | 4,878,143 | – | – | 6,224,975 | | Change-In-Control | 212,063 | 307,200 | 1,526,812 | 4,878,143 | – | – | 6,924,218 | | Doyle | | | | | | | | | Voluntary Termination | – | 412,500 | – | 4,201 | – | – | 416,701 | | Retirement | – | 412,500 | – | 4,201 | – | – | 416,701 | | Disability | – | 412,500 | 281,848 | 4,201 | – | – | 698,549 | | Death | – | 412,500 | 281,848 | 4,201 | – | – | 698,549 | | Involuntary Termination | 550,000 | 412,500 | – | 4,201 | 22,705 | – | 989,406 | | Change-In-Control | 1,925,000 | 412,500 | 603,719 | 4,201 | 45,410 | (537,750) | 2,453,080 | | Geiselhart | | | | | | | | | Voluntary Termination | – | 218,546 | 947,755 | 4,791,381 | – | – | 5,957,682 | | Retirement | – | 218,546 | 947,755 | 4,791,381 | – | – | 5,957,682 | | Disability | – | 218,546 | 947,755 | 4,814,771 | – | – | 5,981,072 | | Death | – | 218,546 | 947,755 | 4,791,381 | – | – | 5,957,682 | | Involuntary Termination | – | 218,546 | 947,755 | 4,791,381 | – | – | 5,957,682 | | Change-In-Control | – | 218,546 | 1,083,344 | 4,791,381 | – | – | 6,093,271 | | Hyman | | | | | | | | | Voluntary Termination | – | 190,496 | – | 765,366 | – | – | 955,862 | | Retirement | – | 190,496 | – | 765,366 | – | – | 955,862 | | Disability | – | 190,496 | 463,657 | 765,366 | – | – | 1,419,519 | | Death | – | 190,496 | 463,657 | 765,366 | – | – | 1,419,519 | | Involuntary Termination | – | 190,496 | – | 765,366 | – | – | 955,862 | | Change-In-Control | 1,201,125 | 190,496 | 527,994 | 765,366 | – | – | 2,684,981 |

  112. Potential payments upon termination or change in control

    | (1) Messrs. Lindsey and Doyle 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, Mr. Lindsey’s cash payment would be based on a multiple of two times annual base salary. Mr. Doyle’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, Mr. Lindsey’s cash payment would be based on a multiple of three times annual base salary plus target AIP. Mr. Doyle’s cash payment would be based on a multiple of two times annual base salary plus target AIP. | | Messrs. Rasche and Hyman are covered by the Management Continuity Protection Plan (“MCPP”). Mr. Geiselhart was no longer covered by the MCPP on September 30, 2024, because he had already reached age 65 by that date. The potential payments to these officers are limited to termination within 54 months for Mr. Rasche and 42 months for Mr. Hyman after a change in control. This cash payment for Mr. Rasche is equal to 2.99 times average annual W-2 compensation, but is reduced due to Mr. Rasche’s proximity to his 65th birthday. This cash payment for Mr. Hyman is equal to 2.0 times average annual W-2 compensation. | | (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. |

  113. Potential payments upon termination or change in control

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  114. Potential payments upon termination or change in control

    | (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: |

  115. Potential payments upon termination or change in control

    | Lindsey | $1,519,408* | | Rasche | 945,425* | | Geiselhart | 674,245* |

  116. Potential payments upon termination or change in control

    * These amounts are included in the “Equity grants” column.

  117. Potential payments upon termination or change in control

    | 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. | | 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, 2024. The account balance as of the end of fiscal year 2024 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, Mr. Lindsey would receive a cash payment equal to 24 months of continued medical, dental and vision benefits, and Mr. Doyle 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, Mr. Lindsey would receive a cash payment equal to 36 months of continued medical, dental and vision benefits, and Mr. Doyle 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 and Hyman, 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 includes a non-competition agreement and 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. We believe Mr. Lindsey’s severance payment and other change in control benefits would not exceed the limits under Code Section 280G. Mr. Doyle’s severance payment and other change in control benefits would exceed the limits under Code Section 280G and would be subject to the 20% excise tax under the Executive Severance Plan. | | The MCPP provides for the reduction of the calculated severance value to the amount permissible under Code Section 280G. We believe no reduction would be required for Messrs. Rasche or Hyman. |

  118. Potential payments upon termination or change in control

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  119. CEO pay ratio

    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 Mr. Lindsey, our president and chief executive officer, to the annual total compensation of the median employee of the Company. For fiscal year 2024, the annual total compensation of the median employee of the Company and its subsidiaries (other than the president and chief executive officer) was $113,236. Mr. Lindsey’s total annual compensation for fiscal year 2024 was $3,398,930. 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 30 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, 2024, based on our entire workforce of 3,475 employees, using base pay, plus annual and long-term incentive compensation, for the period of October 1, 2023 through September 30, 2024. Once the median employee was identified, we then determined the median employee’s annual total compensation for fiscal year 2024 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 Mr. Lindsey, 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.

  120. CEO pay ratio

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  121. Pay versus performance

    Pay versus performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive office (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. Refer to the CD&A starting on page 32 for a complete description of how executive compensation relates to Company performance and how the compensation and human resources committee makes its decisions. Pay versus performance table

  122. Pay versus performance

    | | | | | | Value of initial fixed $100 investment based on: | | | Company- selected measure: adjusted earnings per share | | Year | Summary compensation table total for PEO(1) | Compensation actually paid to PEO(2) | Average summary compensation table total for non-PEO NEOs(1) | Average summary compensation actually paid to non-PEO NEOs(2) | Cumulative total shareholder return | Peer group cumulative total shareholder return(3) | Net income (in millions) | (4) | | 2024 | $3,398,930 | $3,545,414 | $1,478,904 | $1,372,515 | $150.00 | $154.55 | $250.9 | $4.14 | | 2023 | 5,213,657 | 4,096,239 | 1,544,483 | 1,291,718 | 120.06 | 108.98 | 217.5 | 4.06 | | 2022 | 4,974,714 | 2,854,315 | 1,453,601 | 1,009,413 | 126.54 | 117.20 | 220.8 | 3.86 | | 2021 | 5,568,741 | 8,074,188 | 1,640,443 | 2,186,258 | 119.39 | 111.01 | 271.7 | 4.86 |

  123. Pay versus performance

    | (1) In years 2021 through 2023, Suzanne Sitherwood was our PEO and our NEOs were Steve Lindsey, Steve Rasche, Mark Darrell and Mike Geiselhart. In 2024, Steve Lindsey was our PEO and our NEOs were Steve Rasche, Scott Doyle, Mike Geiselhart and Ryan Hyman. |

  124. Pay versus performance

    | (2) The amounts shown for Compensation Actually Paid (CAP) have been calculated in accordance with SEC rules and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in the tables below. The following tables set forth the adjustments made during each year represented in the table above to arrive at CAP for our PEO and non-PEO NEOs during fiscal years 2021–2024. |

  125. Pay versus performance

    | Adjustments to determine CAP for PEO | 2021 | 2022 | 2023 | 2024 | | Summary compensation table (SCT) total | $5,568,741 | $4,974,714 | $5,213,657 | $3,398,930 | | Adjustments to arrive at CAP: | | | | | | Deduction for change in pension values reported in the SCT | (291,369) | (361,894) | (305,762) | (161,408) | | Increase for “service cost” for pension plans | 160,743 | 160,975 | 150,094 | 64,644 | | Increase for “prior service cost” for pension plans | – | – | – | – | | Deduction for stock awards amounts reported in the SCT | (2,847,634) | (2,605,078) | (2,943,525) | (1,571,733) | | Fair value of current year equity awards at year end | 3,767,937 | 2,392,873 | 2,091,975 | 1,608,499 | | Change in value of prior years’ awards unvested at year end | 1,605,477 | (1,582,072) | (240,693) | 224,657 | | Change in value of prior years’ awards that vested during current year | 110,293 | (125,203) | 130,493 | (18,175) | | Deduction of value of prior years’ awards that were forfeited during year | – | – | – | – | | Total adjustments | 2,505,447 | (2,120,399) | (1,117,418) | 146,484 | | CAP total | $8,074,188 | $2,854,315 | $4,096,239 | $3,545,414 |

  126. Pay versus performance

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  127. Pay versus performance

    | Adjustments to determine CAP for non-PEO NEOs | 2021 | 2022 | 2023 | 2024 | | Summary compensation table (SCT) total | $1,640,443 | $1,453,601 | $1,544,483 | $1,478,904 | | Adjustments to arrive at CAP: | | | | | | Deduction for change in pension values reported in the SCT | (102,270) | (72,265) | (103,000) | (79,447) | | Increase for “service cost” for pension plans | 59,216 | 57,153 | 54,739 | 35,076 | | Increase for “prior service cost” for pension plans | (5,807) | – | – | (201) | | Deduction for stock awards amounts reported in the SCT | (636,711) | (594,473) | (657,440) | (611,705) | | Fair value of current year equity awards at year end(5) | 842,486 | 546,067 | 468,335 | 544,469 | | Change in value of prior years’ awards unvested at year end | 360,423 | (352,064) | (96,166) | 47,986 | | Change in value of prior years’ awards that vested during current year | 28,479 | (28,606) | 80,767 | (9,291) | | Deduction of value of prior years’ awards that were forfeited during year(6) | – | – | – | (33,277) | | Total adjustments | 545,815 | (444,188) | (252,765) | (106,389) | | CAP total | $2,186,258 | $1,009,413 | $1,291,718 | $1,372,515 |

  128. Pay versus performance

    | (3) The peer group TSR in this table utilizes the S&P 500 Utilities Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended September 30, 2024. The comparison assumes $100 was invested for the period starting September 30, 2020, through the end of the listed year in the Company and in the S&P Index, respectively. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies, where applicable, included in the S&P Index. Historical stock performance is not necessarily indicative of future stock performance. |

  129. Pay versus performance

    | (4) Adjusted earnings exclude from net income the after-tax impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisitions, divestiture and restructuring activities, and the largely non-cash impacts of impairments and other non-recurring or unusual items, such as certain regulatory, legislative or GAAP standard-setting actions. The reconciliation to operating income can be found on Schedule A to this proxy statement. |

  130. Pay versus performance

    | (5) Mr. Geiselhart retired on September 30, 2024. Under the terms of the long-term incentive plan, the TBRSs begin vesting on a prorated basis upon the attainment of age 65. The proration is based on the number of months from the grant date of the TBRSs divided by the 36 months over which the TBRSs vest. 514 TBRSs vested during 2024 and 1,336 TBRSs were forfeited from current year equity awards. Under the terms of the long-term incentive plan, the PCSUs are prorated upon retirement. The proration is based on the number of months during the performance period of the grant divided by the 36 months over which the PCSUs vest. 3,693 PCSUs were forfeited from prior years’ awards. The “fair value of current year equity awards at year end” is net of the forfeitures and inclusive of the shares that vested referenced above. | | (6) Mr. Geiselhart retired on September 30, 2024. Under the terms of the long-term incentive plan, the TBRSs begin vesting on a prorated basis upon the attainment of age 65. The proration is based on the number of months from the grant date of the TBRSs divided by the 36 months over which the TBRSs vest. 2,541 TBRSs vested during 2024 and 678 TBRSs were forfeited from the prior year’s equity grant. Under the terms of the long-term incentive plan, the PCSUs are prorated upon retirement. The proration is based on the number of months during the performance period of the grant divided by the 36 months over which the PCSUs vest. 1,507 PCSUs were forfeited from prior years’ awards. |

  131. Relationship between compensation actually paid and performance metrics

    Relationship between compensation actually paid and performance metrics The charts below present a graphical comparison of compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs set forth in the “Pay versus performance table” above, as compared against the following Company performance measures: (1) total shareholder return (TSR); (2) net income; and (3) adjusted EPS. The first chart below compares the Company’s TSR and peer group TSR, assumes an initial investment of $100 on September 30, 2020, assumes all dividends were reinvested and depicts performance at the end of each applicable year. The most important annual financial measure linking pay to performance for fiscal year 2024 is the Company’s adjusted EPS.

  132. Relationship between compensation actually paid and performance metrics

    | www.SpireEnergy.com | Spire Inc. | 2024 Proxy Statement | 62 |

  133. Relationship between compensation actually paid and performance metrics

    The following graph compares the PEO and average non-PEO NEOs’ compensation actually paid versus the Company’s cumulative TSR: The following graph compares the PEO and average non-PEO NEOs’ compensation actually paid versus the Company’s net income:

  134. Relationship between compensation actually paid and performance metrics

    | Spire Inc. | 2024 Proxy Statement | 63 |

  135. Relationship between compensation actually paid and performance metrics

    The following graph compares the PEO and average non-PEO NEOs’ compensation actually paid versus the Company’s adjusted EPS (non-GAAP):

  136. Election of directors

    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.