Spire Inc DEF 14A, filed Dec 18, 2024

Spire Inc (SR)

DEF 14A 2024-12-18 For: 2025-01-30

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Added on June 12, 2026

About this DEF 14A

Spire Inc filed this DEF 14A on December 18, 2024.

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

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Proxy statement summary	4

Proposal 1: Election of directors	9

Governance	15
Corporate governance at a glance	15
Board and committee structure	15
Board evaluation process	16
Board committees and their membership	17
Sustainability oversight	19
Risk oversight	20
Director independence	21
Corporate governance documents	22
Audit committee’s review of independent auditor	23
Other key governance policies and practices	24
Shareholder nominee recommendations and nominee qualifications	26
Correspondence with the Board	26
Directors’ compensation	27
Beneficial ownership of Spire stock	28
Stock ownership guidelines and holding requirements for non-employee directors and executive officers	30

Proposal 2: Advisory vote to approve the compensation of our named executive officers	31

Executive compensation	32
Compensation Discussion and Analysis (“CD&A”)	32
Compensation and human resources committee report	49
Executive compensation tables	50
CEO pay ratio	60
Pay versus performance	61
Delinquent Section 16(a) reports	64

Proposal 3: Approval of Spire 2025 Equity Incentive Plan	65

Proposal 4: Ratification of appointment of independent registered public accountant	72
Audit committee report	72
Fees of independent registered public accountant	73

Other matters	74
About the annual shareholder meeting	74
Questions and answers about the annual meeting	74
Voting matters	76
Requirements for submission of proxy proposals, nomination of directors and other business	77
Proxy solicitation	78
Schedule A: Reconciliation of operating income to adjusted operating income	79

Appendix A: Spire 2025 Equity Incentive Plan	A-1

1.	To elect three members of the Board of Directors.
2.	To provide an advisory vote to approve the compensation of our named executive officers.
3.	To approve the Spire 2025 Equity Incentive Plan.
4.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accountant for the 2025 fiscal year.
5.	To transact such other business as may properly come before the meeting and any adjournment or postponement thereof.

Safety	Drive	Inclusion	Integrity

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

In millions, except per share amounts	Gas Utility			Gas Marketing			Midstream			Other			Consolidated			Per diluted share**
Year ended September 30, 2024
Net income (loss) [GAAP]		$217.0			$32.7			$31.7			$(30.5	)		$250.9			$4.19
Adjustments, pre-tax:
Fair value and timing adjustments		—			(12.4	)		—			—			(12.4	)		(0.22	)
Acquisition activities		5.0			—			2.3			0.3			7.6			0.14
Income tax effect of adjustments*		(1.2	)		3.1			(0.5	)		(0.1	)		1.3			0.02
Adjusted earnings (loss) [non-GAAP]		$220.8			$23.4			$33.5			$(30.3	)		$247.4			$4.13
Year ended September 30, 2023
Net income (loss) [GAAP]		$200.5			$39.1			$12.0			$(34.1	)		$217.5			$3.85
Adjustments, pre-tax:
Fair value and timing adjustments		—			11.4			—			—			11.4			0.21
Acquisition activities		—			—			2.5			—			2.5			0.05
Income tax effect of adjustments*		—			(2.9	)		(0.4	)		—			(3.3	)		(0.06	)
Adjusted earnings (loss) [non-GAAP]		$200.5			$47.6			$14.1			$(34.1	)		$228.1			$4.05

*	Income tax effect is calculated by applying federal, state and local income tax rates applicable to ordinary income to the amounts of the pre-tax reconciling items and then adding any estimated effects of enacted state or local income tax laws for periods before the related effective date.
**	Adjusted earnings per share is calculated by replacing consolidated net income with consolidated adjusted earnings in the GAAP diluted earnings per share calculation, which includes reductions for cumulative preferred dividends and participating shares.


Time and date	Place	Record date
8:30 a.m. CST on Thursday, January 30, 2025 Check-in beginning 8:15 a.m. CST	Virtually at www.virtualshareholdermeeting.com/SR2025	December 4, 2024


By internet	By telephone	By mail	At the meeting
www.proxyvote.com	800-690-6903	Mark your proxy card or voting instruction card, date and sign it, and return it in the postage-paid envelope provided.	If you decide to attend the virtual meeting, you will need your 16-digit control number and follow the instructions on the screen.

Proposal	Board vote recommendation		Page reference (for more detail)
Election of three directors		FOR	9
Provide advisory vote to approve the compensation of our named executive officers		FOR	31
Approve the Spire 2025 Equity Incentive Plan		FOR	65
Ratification of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accountant for fiscal year 2025		FOR	72


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:
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		2024		2023
Audit fees	$	2,755,000	$	2,612,000
Audit-related fees		475,000		330,000
Tax fees		95,965		41,462
All other fees		1,895		1,895
Total	$	3,327,860	$	2,985,357

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


Conversations	Feedback shared	Feedback incorporated
In fiscal year 2024, Mr. Jones, the Board chair, conducted individual conference calls with each director during which they discussed the performance of: (1) the Board, (2) each committee on which the director serves, and (3) each of the other individual directors. Mr. Jones and each director also discussed what skills and attributes the Board should seek in future directors.	Mr. Jones compiled and summarized the results of the conversations. He shared feedback with each committee chair regarding the performance of the respective committees, and he met with each director privately to discuss the input he received regarding their individual performance. The entire Board, including Mr. Lindsey, discussed the feedback regarding the Board and the committees.	The corporate governance committee used the feedback about each director as a starting point for its conversation regarding which directors to nominate for reelection at the annual meeting. The directors agreed that this evaluation process allowed them to share their thoughts and input directly and transparently.

	Audit	Compensation and human resources	Corporate governance	Strategy
Number of meetings held	4	5	4	4
Borer	—	100%	—	100%
Cook**	50%	40%	—	—
Ferrari	100%	100%	—	—
Fogarty	100%	100%	25%*	—
Hightman	25%*	—	100%	100%
Jones	75%*	—	25%*	100%
Koonce	—	—	100%	100%
Lindsey	—	—	—	100%
Newberry	100%	—	100%	—
Stupp	—	80%	75%	—

*	Committee assignments were changed effective February 1, 2024, so certain directors were only on committees for part of the fiscal year.
**	Ms. Cook was appointed to the Board and committees in April 2024, and she attended 100% of Board and committee meetings following her appointment.

•	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.

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

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

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

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

•	Deloitte’s long tenure and experience as the Company’s auditor; and
•	the historical and proposed Deloitte fees charged to the Company.

Annual Board cash retainer	$	105,000
Annual Board stock retainer		125,000
Chair of the Board annual retainer		105,000
Audit committee chair annual retainer		18,000
Compensation and human resources committee chair annual retainer		16,000
Corporate governance committee chair annual retainer		15,000
Other committee chair annual retainer		15,000

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

Name	Number of shares awarded in fiscal year 2024	Number of phantom shares awarded in fiscal year 2024	Aggregate number of shares awarded and not vested at 2024 fiscal year end
Borer	2,150	—	—
Cook	—	—	—
Ferrari	2,150	—	—
Fogarty	2,150	—	—
Glotzbach	—	—	—
Hightman	—	2,150	—
Jones	2,150	—	—
Koonce	2,150	—	—
Newberry	2,150	—	—
Schwartz	—	—	—
Stupp	—	2,150	—

Spire Inc DEF 14A, filed Dec 18, 2024

About this DEF 14A

Dear fellow shareholders,

Notice of Annual Meeting of Shareholders

Proxy statement summary

Who we are

Spire’s fiscal year 2024 corporate performance

Executive compensation

Sustainability

Annual meeting of shareholders

How to vote

Voting matters

Nominees for election (page 9)

Advisory vote to approve the compensation of our named executive officers (page 31)

Approval of Spire 2025 Equity Incentive Plan (page 65)

Ratification of appointment of independent registered public accountant (page 72)

Proposal 1: Election of directors

Information about the nominees and directors

Nominees for term expiring in 2028

Directors with terms expiring in 2026

Directors with terms expiring in 2027

Qualifications required of all directors

Board skills and composition matrix

Governance

Corporate governance at a glance

Board and committee structure

Board evaluation process

How we evaluate our Board, committee and individual director performance

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

Director onboarding and continuing education

Board committees and their membership

Sustainability oversight

Risk oversight

Cybersecurity

Compensation risk assessment

Director independence

Corporate governance documents

Corporate Governance Guidelines

Related Party Transaction Policy and Procedures

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

Audit committee’s review of independent auditor

Other key governance policies and practices

Plurality voting

Director resignation

Board of Directors Succession Planning and Diversity Policy

Management succession planning

Clawback policies

Prohibition of hedging/pledging of stock

Board engagement with management

Shareholder outreach

Shareholder nominee recommendations and nominee qualifications

Correspondence with the Board

Directors’ compensation

Beneficial ownership of Spire stock

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

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

Executive compensation

Compensation Discussion and Analysis (“CD&A”)

Our named executive officers

Executive summary

2024 Company performance

Alignment of pay and performance

Compensation overview and philosophy

Best practices in executive compensation

Components of executive compensation

Summary of 2024 compensation decisions for NEOs

Comparison of total direct compensation from FY23 to FY24

Analysis of 2024 compensation decisions and actions

Base salary

Annual incentive compensation

Corporate and business unit metrics

Safety metric

Individual performance metric

Fiscal year 2024 AIP results

Long-term incentive compensation

Policies and practices for granting certain equity awards

Grants made in fiscal year 2024

Executive compensation governance

Roles in executive compensation

Compensation and human resources committee actions in 2024

Notice of
Annual Meeting
of Shareholders

Name	Common shares beneficially owned	⁽¹⁾	Percentage of common shares beneficially owned	Depositary shares of Series A preferred stock beneficially owned		Percentage of Series A preferred shares beneficially owned	Phantom shares owned	⁽¹⁷⁾
BlackRock, Inc.	6,842,075	⁽²⁾	11.85%	—		—	—
The Vanguard Group, Inc.	5,561,377	⁽³⁾	9.63%	—		—	—
American Century Companies, Inc.	4,099,035	⁽⁴⁾	7.10%	—		—	—
Fuller & Thaler Asset Management, Inc.	3,351,809	⁽⁵⁾	5.80%	—		—	—
State Street Corporation	3,154,230	⁽⁶⁾	5.50%	—		—	—
M. A. Borer	16,450	⁽⁷⁾	*	—		—	2,090
S. S. Cook	—		*	—		—	—
S. E. Doyle	3,420	⁽¹³⁾	*	—		—	2,730
V. J. Ferrari	2,150		*	—		—	—
M. V. Fogarty	11,950	⁽⁸⁾	*	—		—	—
M. C. Geiselhart	26,252		*	—		—	5,070
C. J. Hightman	1,839	⁽⁹⁾	*	—		—	3,740
R. L. Hyman	15,123	⁽¹³⁾	*	—		—	—
R. L. Jones	14,740	⁽¹⁰⁾	*	—		—	—
P. D. Koonce	8,575	⁽¹¹⁾	*	8,846	⁽¹²⁾	*	—
S. L. Lindsey	53,369	⁽¹³⁾	*	—		—	26,486
B. D. Newberry	29,652	⁽¹⁴⁾	*	—		—	—
S. P. Rasche	42,949	^(13)(15)	*	16,499.84		*	13,079.60
J. P. Stupp	1,121,160	⁽¹⁶⁾	1.94%	—		—	8,630
All directors and executive officers as a group	1,347,629		2.33%

	*	Less than 1%.
	(1)	Except as otherwise indicated, each person has sole voting and investment power with respect to all the shares listed.

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

	(3)	Information provided as of December 29, 2023, in Schedule 13G/A filed on February 13, 2024, by The Vanguard Group, Inc., whose address is 100 Vanguard Blvd., Malvern, PA 19355. The report indicates that it has no shares with sole voting power, 5,447,193 shares with sole dispositive power, 59,106 shares with shared voting power and 114,184 shares with shared dispositive power.
	(4)	Information provided as of September 30, 2024, in Schedule 13G/A filed on November 8, 2024, by American Century Companies, Inc. (“ACC”), whose address is 4500 Main Street, 9th Floor, Kansas City, MO 64111. The report indicates that it has 3,937,399 shares with sole voting power, 4,099,035 with sole dispositive power and no shares with shared voting power or shared dispositive power. ACC is controlled by Stowers Institute for Medical Research, which is a beneficial owner of securities that are the subject of the report. American Century Investment Management, Inc. is a wholly owned subsidiary of ACC and an investment adviser registered under §203 of the Investment Advisers Act of 1940.
	(5)	Information provided as of September 30, 2024, in Schedule 13G/A filed on November 12, 2024, by Fuller & Thaler Asset Management, Inc. whose address is 411 Borel Avenue, Suite 300, San Mateo, CA 94402. The report indicates that it has 3,298,332 with sole voting power, no shares with shared voting power or shared dispositive power and 3,351,809 shares with sole dispositive power.
	(6)	Information provided as of September 30, 2024, in Schedule 13G filed on October 17, 2024, by State Street Corporation whose address is One Congress Street, Suite 1, Boston, MA 02114. The report indicates that it has no shares with sole voting power or sole dispositive power, 2,847,381 shares with shared voting power and 3,154,230 shares with shared dispositive power.
	(7)	These shares are held in a revocable family trust of which Mr. Borer and his spouse are trustees and share voting and dispositive power.

	(8)	Includes 9,800 shares that are held in a revocable family trust of which Ms. Fogarty and her spouse are trustees and share voting and dispositive power, as well as 2,150 shares of common stock that Ms. Fogarty holds directly.
	(9)	Includes 29 shares held in Ms. Hightman’s IRA for which Ms. Hightman has sole voting and dispositive power.
	(10)	These shares are held in a brokerage account for which Mr. Jones and his spouse share voting and dispositive power.
	(11)	These shares are held partially in Mr. Koonce’s IRA and partially in Mr. Koonce’s revocable trust, for both of which he has sole voting and dispositive power.
	(12)	These shares are held in Mr. Koonce’s revocable trust for which Mr. Koonce has sole voting and dispositive power.
	(13)	Includes restricted non-vested shares granted under the 2015 Equity Incentive Plan, as to which a recipient has sole voting power and no current investment power as follows: S. L. Lindsey – 3,450; S. P. Rasche – 7,240 (includes 2,689 shares held by Mr. Rasche’s account in the 401(k) plan); R.L. Hyman – 2,080; and S. E. Doyle – 3,420.
	(14)	These shares are held in a revocable trust for which Ms. Newberry has sole voting and dispositive power.
	(15)	Includes 34,665 shares held in a revocable family trust of which Mr. Rasche and his spouse are trustees and share voting and dispositive power.
	(16)	Includes 1,104,000 shares owned by Stupp Bros., Inc. Mr. Stupp is a director and executive officer of Stupp Bros., Inc. and has an interest in a voting trust that controls 100% of the stock of Stupp Bros., Inc., which is located at 3800 Weber Road, St. Louis, MO 63125. The Stupp Bros., Inc. shares are subject to a negative pledge.
	(17)	For executive officers and non-employee directors, respectively, this column includes time-based restricted stock grants that were deferred by the respective executive officer or non-employee director pursuant to the terms of Spire’s Deferred Income Plan and, therefore, granted as phantom shares. Phantom shares are payable in cash and do not have voting rights. The phantom shares owned by the executive officers have not yet vested.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders⁽¹⁾	312,880	$—	202,732
Equity compensation plans not approved by security holders	—	—	—
Total	312,880	$—	202,732

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



Steven L. Lindsey President and Chief Executive Officer	Steven P. Rasche Executive Vice President, Chief Financial Officer	Scott E. Doyle⁽¹⁾ Executive Vice President, Chief Operating Officer	Michael C. Geiselhart⁽²⁾ Senior Vice President, Chief Strategy and Corporate Development Officer	Ryan L. Hyman⁽³⁾ Senior Vice President, Chief Customer and Information Officer

	(1)	Mr. Doyle was hired in January 2024.
	(2)	Mr. Geiselhart retired from the Company effective September 30, 2024.
	(3)	Mr. Hyman was not an NEO prior to fiscal year 2024.


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