DEF 14A of Spire Inc
Filed Dec 16, 2025 · FY20250001308179-25-000657
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| The following chart includes summary bios and key aspects of our Board of Directors, including directors who are nominees this year. We believe the competencies currently possessed by our directors represent a solid mix of backgrounds and experiences for the Company. | | | | | Mark A. Borer Retired Chief Executive Officer and Board Member DCP Midstream Partners LP Age: 71 Director since: 2014 Committees: | Sheri S. Cook Nominee Senior Vice President, Chief Administrative Officer Altec Inc. Age: 58 Director since: 2024 Committees: | Vinny J. Ferrari Nominee Retired Chief Administrative Officer/Chief Operating Officer Edward D. Jones & Co., LP Age: 65 Director since: 2023 Committees: | Maria V. Fogarty Retired Senior Vice President, Internal Audit and Compliance NextEra Energy, Inc. Age: 66 Director since: 2014 Committees: | | Carrie J. Hightman Retired Executive Vice President and Chief Legal Officer NiSource Inc. Age: 68 Director since: 2021 Committees: | Rob L. Jones Nominee Retired Co-Head Bank of America Merrill Lynch Commodities, Inc. Age: 67 Director since: 2016 Committees: | Paul D. Koonce Retired Executive Vice President and Chief Executive Officer, Power Generation Group Dominion Energy, Inc. Age: 65 Director since: 2023 Committees: | Scott E. Doyle President and Chief Executive Officer Spire Inc. Age: 54 Director since: 2025 | | Brenda D. Newberry Retired Chairman of the Board The Newberry Group Age: 72 Director since: 2007 Committees: | John P. Stupp Jr. Chairman, President and Chief Executive Officer Stupp Bros., Inc. Age: 75 Director since: 2005 Committees: | | |
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| Sheri S. Cook | | | Age: 58 Director since: 2024 Independent Committees: | Ms. Cook currently serves as senior vice president, chief administrative officer at Birmingham, Alabama-based Altec Inc. (“Altec”), 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, accounting, and finance, previously holding various positions of increasing responsibility at Altec, 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 | | Vinny J. Ferrari | | | Age: 65 Director since: 2023 Independent Committees: | Mr. Ferrari retired in December 2020 from Edward D. Jones & Co., LP (“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 served as 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 provides insight to the Board on cybersecurity risk oversight. As a former executive at a large private company, he also brings experience with operations, strategic planning, organizational optimization and crisis management. Other public directorships: None |
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| Rob L. Jones | | | Age: 67 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 serves 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. |
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| Mark A. Borer | | | Age: 71 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 (“DCP Midstream”) from November 2006 through his retirement in December 2012. DCP Midstream 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 direct 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 equips him with experience in the operations of an energy company and the capital markets. He possesses business and leadership expertise that assists the Board in evaluations of 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. 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. |
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| Maria V. Fogarty | | | Age: 66 Director since: 2014 Independent Committees: | Ms. Fogarty served as the senior vice president of internal audit and compliance at NextEra Energy, Inc. (“NextEra”) from 2011 until her retirement in June 2014. She previously served NextEra as vice president of internal audit from 2005 to 2010 and director of internal audit from April 1993 through 2004. NextEra remains 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 |
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| Scott E. Doyle | | | Age: 54 Director since: 2025 Management | Mr. Doyle became the Company’s president and chief executive officer on April 24, 2025. Prior to being named president and chief executive officer, Mr. Doyle served as the Company’s executive vice president, chief operating officer, beginning January 2024. Before joining the Company, Mr. Doyle served as executive vice president of utility operations at CenterPoint Energy (“CenterPoint”), a public energy delivery company in Houston, Texas, from January 2022 until January 2023, leading electric and natural gas businesses serving seven million customers across multiple states. He was CenterPoint’s executive vice president of natural gas from April 2019 to January 2022, prior to which he held numerous executive leadership positions of increasing responsibility at CenterPoint in natural gas operations and regulatory and public affairs. Mr. Doyle brings to the Board extensive experience in the electric and natural gas industry. Other public directorships: None |
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| Carrie J. Hightman | | | Age: 68 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. (“NiSource”), which is now a $20.5B market capitalization, $5.5B revenue gas and electric utility holding company listed on the New York Stock Exchange (“NYSE”). 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 in October 2020. Prior to joining NiSource in 2007, Ms. Hightman served as president of AT&T Illinois. Her prior legal experience includes leading the Energy, Telecommunications and Public Utilities practice group at ArentFox Schiff, formerly known as 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 include gas operations, regulatory strategy, federal government affairs, ethics, corporate communications, environmental, compliance, safety, data privacy and human resources. Her specific focus on regulated industries and crisis management as well as her experience as a lawyer add a new dimension and fresh perspective to the Board. Other public directorships: None | | Paul D. Koonce | | | Age: 65 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. (“Dominion”), which is now a $51B market capitalization, $15B revenue gas and electric utility holding company listed on the NYSE. 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 supports the Board’s understanding of utility operations and strategic decisions. Other public directorships: None |
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| Brenda D. Newberry | | | Age: 72 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 (“MasterCard”). She was vice president of MasterCom, a global profit and loss business unit at MasterCard. Skills relevant to Spire: Ms. Newberry provides insight into the Company’s information technology strategy and related risks and exposures. Her entrepreneurial experience 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 |
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| John P. Stupp Jr. | | | Age: 75 Director since: 2005 Independent Committees: | Mr. Stupp has been president of Stupp Bros., Inc. (“Stupp Bros.”) 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. 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. Skills relevant to Spire: As chairman, chief executive officer and president of Stupp Bros., 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. 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. |
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| Board independence | ● | Our Board chair is independent | | | ● | 9 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 | ● | 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 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 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 regarding certain key risks | | | ● | Our Board oversees management as it satisfies its responsibilities for the assessment and management of enterprise 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 opportunities are overseen by the strategy committee; employee recruitment, retention, development and succession planning is overseen by the compensation and human resources committee; and governance and development of the Sustainability Report 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 engage with our shareholders through our investor outreach program | | | ● | Shareholders can contact our Board, Board chair or management by regular mail |
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| * Mr. Doyle was appointed to the Board in April 2025 and has attended 100% since appointment. Mr. Doyle was not appointed to any Board committees. | | ** Mr. Stupp will not stand for re-election at the 2026 Annual Meeting of Shareholders. |
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| • | in cash and equity; | | • | with short-term and long-term performance goals; | | • | with individual, business unit, safety and corporate performance objectives; and | | • | dependent on financial and non-financial performance measurement. |
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| Name | Fees earned or paid in cash | Stock awards(1) | Nonqualified deferred compensation earnings(2) | Total | | Borer | $121,000 | $124,915 | $15,864 | $261,779 | | Cook | 105,000 | 124,915 | — | 229,915 | | Ferrari | 105,000 | 124,915 | — | 229,915 | | Fogarty | 123,000 | 124,915 | 8,845 | 256,760 | | Hightman | 105,000 | 124,915 | — | 229,915 | | Jones | 225,000 | 124,915 | — | 349,915 | | Koonce | 105,000 | 124,915 | — | 229,915 | | Newberry | 120,000 | 124,915 | 8,778 | 253,693 | | Stupp | 105,000 | 124,915 | — | 229,915 |
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| (5) Includes restricted non-vested shares granted under the 2015 Equity Incentive Plan, as to which a recipient has sole voting power and no current investment power as follows: M. J. Aplington – 1,310; S. E. Doyle – 3,420; S. M. Mills – 485; and A. W. Woodard – 1,880. Includes 5,826.83 shares held by Mr. Woodard in the 401(k) plan. | | (6) These shares are held in a revocable family trust of which Mr. Borer and his spouse are trustees and share voting and dispositive power. | | (7) These shares are held in a revocable family trust of which Ms. Fogarty and her spouse are trustees and share voting and dispositive power. Includes 1,750 shares of Common Stock that Ms. Fogarty holds directly. | | (8) Includes 29 shares held in Ms. Hightman’s IRA for which Ms. Hightman has sole voting and dispositive power. | | (9) These shares are held in Mr. Koonce’s IRA for which Mr. Koonce has sole voting and dispositive power. | | (10) These shares are held in Mr. Koonce’s revocable trust for which Mr. Koonce has sole voting and dispositive power. | | (11) These shares are held in a revocable trust for which Ms. Newberry has sole voting and dispositive power. | | (12) Includes 2,802 shares held in the 401(k) plan and 34,580 shares held in a revocable family trust of which Mr. Rasche and his spouse are trustees and share voting and dispositive power. | | (13) Includes 1,104,000 shares owned by Stupp Bros. Mr. Stupp is a director and executive officer of Stupp Bros., Inc. and has an interest in a voting trust that controls 100% of the stock of Stupp Bros., which is located at 3800 Weber Road, St. Louis, MO 63125. Stupp Bros. shares are subject to a negative pledge. | | (14) For executive officers and non-employee directors, respectively, this column includes time-based restricted stock grants that were deferred by the respective executive officer or non-employee director pursuant to the terms of Spire’s Deferred Income Plan and, therefore, granted as phantom shares. Phantom shares are payable in cash and do not have voting rights. | | (15) These shares are held in a brokerage account for which Mr. Jones and his spouse share voting and dispositive power. | | (16) Phantom shares were converted to cash at retirement and are held in a Moody’s bond-based investment. |
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| (1) Reflects the Company’s 2015 Equity Incentive Plan. All securities remaining available for future issuance under the 2015 Equity Incentive Plan at the time of the 2025 amendment and restatement were cancelled. | | (2) Reflects the Company’s 2025 Equity Incentive Plan. |
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| What we do | | | | Executive AIP awards are capped at 150% of target | | | Total grant value under the 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 | | | Independent compensation consultant advises compensation and human resources committee | | | 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 |
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| 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 • role within current leadership team • 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 (“MVA”) rate, the total recordable injury rate, and an 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 Total Shareholder Return (“TSR”) 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. |
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| 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) | $445.6/$367.8 | $537.0/$427.8 | $598.3/$457.8 | $527.9/$412.8 | 94.6% | 87.5% |
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| | Corporate | Safety | Individual | Business unit | Total annual incentive plan payout | Total annual incentive plan payout as % of target | | Doyle | $486,280 | $56,750 | $107,948 | $ – | $650,978 | 95% | | Woodard | 101,765 | 15,025 | 49,902 | 9,077 | 175,769 | 97 | | Aplington | 105,908 | 14,261 | 47,367 | – | 167,536 | 97 | | Hyman | 65,620 | 16,410 | 52,026 | 52,025 | 186,081 | 94 | | Mills | 52,872 | 13,222 | 39,921 | 41,917 | 147,932 | 93 | | Lindsey | 393,750 | 52,500 | 78,750 | – | 525,000 | 100 | | Rasche | 104,424 | 14,061 | 42,456 | – | 160,941 | 95 |
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| Long-term incentive compensation The Committee approves equity grants with approximately 75% of the value of long-term incentives being awarded in PCSUs and approximately 25% of the value being awarded in 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. |
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| | Weighting | Threshold performance | Target performance | High performance | Actual performance | | Total shareholder return Payout percentage | 75% | 25th percentile 50% | 50th percentile 100% | 100th percentile 200% | 74th percentile 148% | | Three-year average adjusted earnings per share Payout percentage | 25% | $4.25 50% | $4.55 100% | $5.00 200% | $4.22 0% |
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| ● | Reviewed the Company’s competitive pay ranges for executive officers relative to market; | | ● | 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 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 and the EIP relative to the corporate financial and non-financial metrics; | | ● | Reviewed and approved management’s proxy proposal requesting shareholder approval of the 2025 Equity Incentive Plan; | | ● | Reviewed and approved the Company’s separation provisions and equity treatment relative to the EIP; | | ● | 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; | | ● | Reviewed the Company’s demographic data and development initiatives with respect to historical trends and discussed progress made during the year; | | ● | Reviewed tally sheets for the executive officers; | | ● | Reviewed and approved the peer group used to evaluate relative TSR for the PCSUs; | | ● | 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 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 as well as the promotion of the current chief executive officer; | | ● | 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. |
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| 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 Committee and used to evaluate the relative TSR metric for vesting of PCSUs |
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Other Company-provided benefits The Company believes retirement, health and welfare benefits serve an important role in the total compensation and benefits package offered to employees to assist in attracting and retaining key talent. The Company provides both Company-paid and voluntary health and welfare programs. The programs are reviewed periodically pursuant to the Company’s intent to be competitive within the industry in terms of total compensation. Retirement plans The Company offers its employees a defined contribution 401(k) plan that provides a Company match for all employees, including the NEOs. All the NEOs participated in the Spire Employee Savings Plan in fiscal year 2025. The NEOs also participate in a qualified defined benefit retirement plan sponsored by Spire Missouri Inc. for eligible employees. Spire Missouri Inc. also provides NEOs with non-qualified supplemental retirement plan benefits. More details relative to these plans are included in the “Pension plan compensation” section later in this proxy statement. Life insurance The Company provides a life insurance benefit for 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.” Deferred income plans Since 1986, the Company has offered its directors, officers and certain key employees the opportunity to defer income under deferred income plans. More details on the plans are provided in the “Non-qualified deferred compensation” section later in this proxy statement. Perquisites As a matter of business philosophy, the Company provides limited perquisites or personal benefits to executive officers (including the CEO). These limited perquisites include spousal travel to industry associations that encourage spousal attendance, social club dues, and executive financial and tax planning. When an executive must relocate, perquisites may also include the payment of relocation expenses as well as the associated tax obligations. Tax implications of the Committee’s compensation decisions Section 162(m) of the Internal Revenue Code (“Code”) generally limits tax deductibility of compensation paid by a public company to its chief executive officer and certain other current and former executive officers in any year to $1 million in the year compensation becomes taxable to the executive. The Committee has historically considered Section 162(m) in the design of incentive plans to preserve the corporate tax deductibility of compensation. However, considering changes made to Section 162(m) for tax years beginning after December 31, 2017, compensation over $1 million paid to any NEO will be subject to a tax deduction disallowance under Section 162(m). The Committee recognizes that factors other than tax deductibility should be considered in determining the forms and levels of executive compensation most appropriate and in the best interests of the Company and its shareholders. Annually, the Committee reviews all compensation programs and payments, including the tax impact on the Company.
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| Name | Year | Salary | Stock awards(1) | Non-equity incentive plan compensation | Change in pension value and non-qualified deferred compensation earnings(2) | All other compensation(3) | Total | | Scott E. Doyle(4) President and Chief Executive Officer | 2025 | $701,346 | $1,818,179 | $650,978 | $101,482 | $56,355 | $3,328,340 | | | 2024 | 393,462 | 946,956 | 245,867 | – | 255,276 | 1,841,561 | | | 2023 | – | – | – | – | – | – | | Adam W. Woodard(4) Executive Vice President, Chief Financial Officer | 2025 | 385,115 | 416,933 | 175,769 | 46,449 | 43,293 | 1,067,559 | | | 2024 | – | – | – | – | – | – | | | 2023 | – | – | – | – | – | – | | Matthew J. Aplington(4) Senior Vice President, Chief Legal Officer | 2025 | 358,675 | 395,784 | 167,536 | 24,003 | 32,439 | 978,437 | | | 2024 | – | – | – | – | – | – | | | 2023 | – | – | – | – | – | – | | Ryan L. Hyman(4) Senior Vice President, Chief Customer and Information Officer | 2025 | 400,189 | 219,061 | 186,081 | 40,573 | 49,379 | 895,283 | | | 2024 | 382,458 | 236,089 | 167,741 | 100,870 | 45,583 | 932,741 | | | 2023 | – | – | – | – | – | – | | Stephen M. Mills(4) Senior Vice President, President, Spire Missouri | 2025 | 331,837 | 234,892 | 147,932 | 52,054 | 45,278 | 811,993 | | | 2024 | – | – | – | – | – | – | | | 2023 | – | – | – | – | – | – | | Steven L. Lindsey(5) Former President and Chief Executive Officer | 2025 | 497,308 | 1,873,940 | – | 162,738 | 2,532,813 | 5,066,799 | | | 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 | | Steven P. Rasche(6) Former Executive Vice President, Chief Financial Officer | 2025 | 261,573 | 703,186 | 160,941 | 95,868 | 98,859 | 1,320,427 | | | 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 |
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| Mr. Rasche was a participant in the Management Continuity Protection Plan until he reached age 65, which was prior to his retirement from the Company. At retirement, he was not covered under any severance plan. | | (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. Mr. Lindsey’s AIP payment was established by a separation agreement. | | 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. | | (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: |
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| (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 PEOs and non-PEO NEOs in accordance with the Pay versus performance rules. |
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| (5) Mr. Lindsey terminated on April 24, 2025. Under the terms of the long-term incentive plan, the TBRSs are forfeited because Mr. Lindsey was under age 65. 6,200 TBRSs were forfeited from current years’ 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. 15,508 PCSUs were forfeited from current years’ awards. | | (6) Mr. Lindsey terminated on April 24, 2025. Under the terms of the long-term incentive plan, the TBRSs are forfeited because Mr. Lindsey was under age 65. 8,900 TBRSs were forfeited from prior years’ 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. 10,195 PCSUs were forfeited from prior years’ awards. | | (7) Mr. Rasche retired on April 1, 2025. 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. 259 TBRSs vested during 2025 and 2,071 TBRSs were forfeited from current years’ 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. 5,817 PCSUs were forfeited from current years’ awards. | | (8) Mr. Rasche retired on April 1, 2025. 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. 2,880 TBRSs vested during 2025 and 2,010 TBRSs were forfeited from the prior years’ 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. 5,215 PCSUs were forfeited from prior years’ awards. |