$60.1 million prior year income tax benefit relating to the implementation of the Tax Cuts and Jobs Act, partly offset by $38.4$9.2 million in pre-tax ($23.6 million after-tax) expense for Missouri rate case write-offs recorded in the prior yearGas Utility and a $12.2 million ($9.3 million after-tax) provision recorded in the current year resulting from ISRS rulings.Gas Marketing segments, respectively. Net income and earnings per share are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Management also uses the non-GAAP measures of net economic earnings (“NEE”) and NEE per share when internally evaluating and reporting results of operations, as discussed on pagepages 31 and 32 of the Company’s Annual Report on Form 10-K for the year ended

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September 30, 20192022 (the “2019“2022 10-K”). Net economic earningsNEE for 2019 were $195.1fiscal 2022 was $216.3 million up($3.86 per diluted share), down from $183.7$266.3 million ($4.86 per diluted share) for 2018.fiscal 2021. The increase in NEE of $11.4$50.0 million in fiscal 2019 versus fiscal 2018 reflects an increase of $16.7decline includes a $27.9 million indecrease for the Gas Utility segment partly offset by reductionsand a $20.0 million decrease in the Gas Marketing segment and Other.Marketing. The results are discussed further beginning on page 3332 of the 20192022 10-K.

Our 20192022 results

Executive compensation

The Company is committed to its pay-for-performance philosophy. Basic net economic earnings per shareAdjusted operating income is the key metric used to determine funding under our Annual Incentive Plan (“AIP”) beginning in 2019.2022. The Company also emphasizes pay-for-performance by placing most of the executives’ target total direct compensation (“TTDC”) at risk through the annual and equitylong-term incentive plans. TTDC includes the current base salary, the 20192022 target AIP opportunity and the fair market value of the equity awards made during fiscal year 2019.2022. Further, the value of the equity incentive award, the largest portion of incentive pay, which is represented by the equity incentive award, focusesbased on long-term performance.

Nominees for election (page 9)

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

 

					Nominee
					`
Mark A. Borer Retired Chief Executive Officer and Board Member DCP Midstream Partners LP			Maria V. Fogarty Retired Senior Vice President, Internal Audit and Compliance NextEra Energy, Inc.			Edward L. Glotzbach Retired Vice Chairman, Mergers and Acquisitions Information Services Group
Age: 65			Age: 60			Age: 71
Director since:2014			Director since:2014			Director since:2005
Committees:			Committees:			Committees:
	NomineeMark A. Borer		Maria V. Fogarty		Edward L. Glotzbach		Carrie J. Hightman
Retired Chief Executive Officer and Board Member DCP Midstream Partners LP Age: 68 Director since: 2014 Committees:		Retired Senior Vice President, Internal Audit and Compliance NextEra Energy, Inc. Age: 63 Director since: 2014 Committees:		Nominee Retired Vice Chairman, Mergers and Acquisitions Information Services Group Age: 74 Director since: 2005 Committees:		Retired Executive Vice President and Chief Legal Officer NiSource Inc. Age: 65 Director since: 2021 Committees:
Rob L. Jones		Brenda D. Newberry		Stephen S. Schwartz
Nominee Retired Co-Head Bank of America Merrill Lynch Commodities, Inc. Age: 64 Director since: 2016 Committees:		Brenda D. Newberry Retired Chairman of the Board The Newberry Group Age: 69 Director since: 2007 Committees:		Stephen S. Schwartz President and Chief Executive Officer Brooks Automation, Azenta, Inc.
Age: 61			Age: 66			Age: 60
63 Director since:2016			Director since:2007			Director since:2018
Committees:			Committees:			Committees:
				Nominee
Suzanne Sitherwood President and Chief Executive Officer Spire Inc.			John P. Stupp Jr. Chairman, President and Chief Executive Officer Stupp Bros., Inc.			Mary Ann Van Lokeren Retired Chairman and Chief Executive Officer Krey Distributing Co.
Age: 59		Age: 69			Age: 72
Director since:2011			Director since:2005			Director since:2000
Committees:			Committees:			Committees:
Chair   Audit   Compensation   Corporate Governance   StrategySuzanne Sitherwood		John P. Stupp Jr.		Mary Ann Van Lokeren*
President and Chief Executive Officer Spire Inc. Age: 62 Director since: 2011 Committees:		Nominee Chairman, President and Chief Executive Officer Stupp Bros., Inc. Age: 72 Director since: 2005 Committees:		Retired Chairman and Chief Executive Officer Krey Distributing Co. Age: 75 Director since: 2000 Committees:

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Proposal 1: Election of directors

The Board of Directors is divided into three classes. Directors Glotzbach, Jones and Stupp, whose terms will expire upon the election of directors at the meeting on January 30, 2020,26, 2023, have been nominated to stand for reelection for terms expiring upon the election of their successors in January 20232026 or their earlier removal or resignation from office. Mr. Glotzbach is expected to tender his resignation in January 2024 due to Spire’s mandatory director retirement

rules. The persons named as proxies intend to vote FOR the election of the three nominees.

If any nominee becomes unavailable to serve for any reason before the meeting, which is not anticipated, the proxies will vote the shares indicated for that nominee for a person to be selected by our Board of Directors.

Information about the nominees and directors

Nominees for termsterm expiring in 2023

2026

Edward L. Glotzbach
Age: 71 74 Director since: 2005 Independent Committees:		Mr. Glotzbach served as vice chairman, mergers and acquisitions, of Information Services Group from November 2007, when it acquired Technology Partners International, Inc., until his retirement in March 2012. From December 2004 to November 2007, he served as president and chief executive officer of Technology Partners International, Inc., an organization that assists clients with the evaluation, negotiation, implementation and management of information technology and business process sourcing initiatives. From October 2003 to December 2004, he served as vice president and chief financial officer of the firm. From 1970 to September 2003, he served in many positions with SBC Communications, with his most recent position there being executive vice president and chief information officer for six years. Mr. Glotzbach, who will be 75 years old prior to the 2023 annual meeting, is expected to tender his resignation at the 2023 annual meeting in accordance with the director retirement policy set forth in the Company’s Corporate Governance Guidelines. At such time, the Board may, pursuant to the Company’s bylaws, fill the vacancy for the unexpired term resulting from Mr. Glotzbach’s retirement or decrease the size of the Board. Skills relevant to Spire: Mr. Glotzbach brings to the Board business and leadership experience as an executive of a public company, regulated utility experience as a former executive of a telephone utility regulated by the Missouri Public Service Commission, financial expertise having served as a chief financial officer at other companies, and information technology expertise given his experience at Information Services Group and his chief information officer experience at a major telephone company. He also provides insight to the Company as to potential exposures and risks in those areas. Other public directorships:None
Rob L. Jones
Age: 61 64 Director since: 2016 Independent Committees:		Mr. Jones served as co-head of Bank of America Merrill Lynch Commodities, Inc. (MLC) from 2007 until his retirement in March 2012. MLC is a global commodities trading business and a wholly owned subsidiary of Bank of America. Prior to taking leadership of MLC, he served as head of Merrill Lynch’s Global Energy and Power Investment Banking Group. An investment banker with Merrill Lynch and The First Boston Corporation for over 20 years, Mr. Jones worked extensively with a variety of energy and power clients, with a particular focus on the natural gas and utility sectors. Mr. JonesHe 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:Served as lead independent director for Susser Petroleum Partners, L.P. (SUSP), a publicly traded partnership, from 2012 to 2014, and sinceSince 2014, he has served on the board of directors of Shell Midstream Partners GP LLC, which is the general partner of Shell Midstream Partners, L.P. He also chairs its audit committee and serves on itsthe conflicts committee.

Chair   Audit   Compensation   Corporate Governance   Strategy

Chair   Audit   Compensation and Human Resources   Corporate Governance   Strategy

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John P. Stupp Jr.
Age: 69 72 Director since: 2005 Independent Committees:		Mr. Stupp has been president of Stupp Bros., Inc. since March 2004, and chairman and chief executive officer since March 2014 and chief executive officer of Stupp Corporation since August 1995. Through its subsidiaries, Stupp Bros., Inc. fabricates steel highway and railroad bridges, produces pipe for natural gas and oil transmission pipelines, and offers general, steel and industrial construction services. Mr. Stupp serves as a director of Stupp Bros., Inc. Skills relevant to Spire: As chairman, CEO and president of Stupp Bros., Inc., one of the Company’s largest shareholders with a long-term investment relationship with the Company, Mr. Stupp has historic institutional knowledge of the Company and directly represents shareholder interests. Further, his experience with the various subsidiaries and investments of Stupp Bros., Inc. provides insight as tointo the pipeline and other infrastructure industries on a national basis as well as insight into the regional economy. Other public directorships:Mr. Stupp joined the Atrion Corp., board in 1985, where he serves on the compensation committee and chairs the audit committee.

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

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

Directors with terms expiring in 2021

2024

Mark A. Borer
Age: 65 68 Director since: 2014 Independent Committees:		Mr. Borer served as chief executive officer as well as a member of the board of directors of DCP Midstream Partners LP from November 2006 through his retirement in December 2012. DCP Midstream Partners LP is a public midstream master limited partnership that is engaged in all stages of the midstream business for both natural gas and natural gas liquids. Skills relevant to Spire: Mr. Borer’s experience in the midstream natural gas business gives him hands-on knowledge of the industry. His service as a CEO and member of the board of a public entity that grew significantly under his leadership provides him with experience in the operations of an energy company and the capital markets, and he possesses business and leadership expertise that assists the Board as it evaluates the Company’s financial and operational risks and strategy. Other public directorships:From 2017 to 2022, Mr. Borer served on the board of Altus Midstream Company, formerly known as Kayne Anderson Acquisition Corp., where he servesserved on the audit committee and conflicts committee. His service on the Altus Midstream board ended in February 2022.
Maria V. Fogarty
Age: 60 63 Director since: 2014 Independent Committees:		Ms. Fogarty served as the senior vice president of internal audit and compliance at NextEra Energy, Inc. from 2011 through her retirement in June 2014. She previously served as vice president of internal audit at that company from 2005 to 2010 and director of internal audit from April 1993 through 2004. NextEra Energy, Inc. is a leading clean energy company and the parent company of Florida Power & Light, the largest rate-regulated electric utility in Florida. Skills relevant to Spire: Ms. Fogarty’s prior experience leading the audit function at a public energy company provides her knowledge of the audit and Sarbanes-Oxley requirements facing public companies today. Her industry experience at a company that grew significantly during her tenure benefits the Board, as she can provide insights into the risks, opportunities and challenges created by growth. Other public directorships:None

Chair   Audit   Compensation   Corporate Governance   Strategy

Chair   Audit   Compensation and Human Resources   Corporate Governance   Strategy

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Stephen S. Schwartz
Age: 60 63 Director since: 2018 Independent Committees:		Dr. Schwartz joined Brooks Automation, Inc. in April 2010 as president and continued to serve in that role until August 2013. He was re-appointed president in May 2016. On2016, and on October 1, 2010, he became chief executive officer. In 2022, Brooks Automation, Inc. separated its business into two different public companies, and Dr. Schwartz continues as president and chief executive officer and continues to serve in that role. of one of those companies, Azenta, Inc. Skills relevant to Spire: Dr. Schwartz has extensive leadership, operational, strategic and financial management and reporting experience as chief executive officer of a successful public company and brings to the Board a unique perspective with regard to innovation and technology based on his experience in the automation manufacturing space. Other public directorships: Since 2010, Dr. Schwartz served on the board of Brooks Automation, Inc. After the company split in 2022, Dr. Schwartz no longer serves on the board of Brooks Automation, Inc. and instead serves on the board of Azenta, Inc.

Directors with terms expiring in 2025

Carrie J. Hightman
Age: 65 Directorsince: 2021 Independent Committees:		Ms. Hightman retired in January 2021 after having served as executive vice president and chief legal officer of NiSource Inc., which is a $9B market cap, $5B revenue gas and electric utility holding company listed on the New York Stock Exchange. She also served as president and chief executive officer of Columbia Gas of Massachusetts, the commonwealth’s largest natural gas utility, until its sale by NiSource Inc. in October 2020. Prior to joining NiSource in 2007, Ms. Hightman served as president of AT&T Illinois and led the Energy, Telecommunications and Public Utilities practice group at Schiff Hardin LLP, a national law firm. Skills relevant to Spire: Ms. Hightman’s broad range of experience during her more than three-decades-long business career, including gas operations, regulatory strategy, federal government affairs, ethics, corporate communications, environmental, safety, data privacy and human resources, adds depth and breadth to the Board. Her specific focus on regulated industries, crisis management and ESG, as well as her experience as a lawyer, add a new dimension and fresh perspectives to the Board. Other public directorships:Brooks Automation, Inc.None
Directors with terms expiring in 2022
Brenda D. Newberry
Age: 66 69 Director since: 2007 Independent Committees:		Ms. Newberry retired in May 2010 as chairman of the board of The Newberry Group, a provider of information technology consulting services on a global basis, specializing in information systems, technology infrastructure, data and network security, and project management services. Ms. Newberry founded The Newberry Group in 1996. Skills relevant to Spire: Ms. Newberry provides insight into the Company’s information technology strategy and related risks and exposures. Her experience in creating and building her own businesses assists the Company as it considers growth opportunities, and her government contractor experience provides insight into conducting business in a highly regulated industry. She has obtained the NACD Directorship Certification, as well as the CERT Certificate in Cyber-Risk Oversight. Other public directorships:Between 2007 and 2014, she served as a director of Enterprise Financial Services Corp.None

Chair   Audit   Compensation and Human Resources   Corporate Governance   Strategy

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Suzanne Sitherwood
Age: 59 62 Director since: 2011 Management Committee:		Ms. Sitherwood has served as the Company’s president since September 1, 2011 and chief executive officer since February 1, 2012. Skills relevant to Spire: Ms. Sitherwood has more than 3840 years of experience in the natural gas industry. Overindustry and has overseen significant growth at the Company. During the course of her career, Ms. Sitherwood has gained extensive management and operational experience and has demonstrated a strong track record of leadership, strategic vision and business acumen. Under Ms. Sitherwood’s leadership,In her capacity as CEO and member of the Board, she utilizes her knowledge of the energy markets in overseeing the development of the Company’s market capitalization has grown from $959 million to $4.4 billion and the Company’s enterprise value has grown from $1.2 billion to $6.5 billion. long-term strategy. Other public directorships:Ms. Sitherwood was a director at Alcoa Corporation where she sits on the audit committee and safety, sustainability and public issues committee, and(“Alcoa”) from 2016 until her board service ended in July 2022. Other directorships: Ms. Sitherwood was a director at the Federal Reserve Bank of St. Louis, where she servesserved as chair of the board.board from 2016 until her board service ended in December 2021.

Director with term expiring in 2023

Mary Ann Van Lokeren
Age: 72 75 Director since: 2000 Independent Committees:		Ms. Van Lokeren retired as chairman and chief executive officer of Krey Distributing Co., an Anheuser-Busch wholesaler, in October 2006. She had served in that capacity since December 1986. In accordance with the director retirement policy set forth in the Company’s Corporate Governance Guidelines, Ms. Van Lokeren, who is 75, is expected to tender her resignation at the 2022 annual meeting. At this time, the Board does not plan to fill the vacancy created by her resignation and intends to pass a resolution to decrease the size of the board from 10 to nine directors. Skills relevant to Spire: With her prior experience as CEO of one of the largest Anheuser-Busch wholesalers in Missouri, Ms. Van Lokeren has business and leadership expertise that assists the Board as it evaluates the Company’s financial and operational risks, controls and strategy. Further, herHer prior experience on other public company boards provides insight as to the Board’s role in oversight of management as well as corporate governance. Other public directorships:RetiredMs. Van Lokeren retired from the board of Masco Corporation in May 2018.

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

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Governance

Corporate governance at a glance

Board and committee structure

Our Board currently consists of nine directors, eight of whom are independent. Under our Corporate Governance Guidelines, the chair may be an officer or may be an independent member of the Board, at the discretion of the Board. The Board believes it should be free to use its business judgment to determine what is best for the Company in light of all the circumstances. Mr. Glotzbach is currently chair of the Board.

As chair, Mr. Glotzbach leads the Board in the performance of its duties by working with the chief executive officer to establish meeting agendas and content, engaging with the leadership team between meetings and providing overall guidance as to the Board’s views and perspective.

Ms. Sitherwood, as chief executive officer, focuses on setting the strategy for the Company, overseeing daily operations, developing our leaders and promoting employee engagement throughout the Company.

During the 2019 fiscal year, there were seven meetings of our Board of Directors. All directors attended 75 percent or more of the aggregate number of meetings of the Board and applicable committee meetings, and all directors attended the last annual meeting of shareholders.

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

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Qualifications required of all directors

The Board requires that each director be a person of high integrity with a proven record of success in his or her field and have the ability to devote the time and effort necessary to fulfill his or her responsibilities to the Company. Generally, the Board looks for persons who evidencepossess characteristics of the highest personal and professional ethics, integrity and values; an inquiring and independent mind, practical wisdom and mature judgment; and expertise that is useful to the Company and complementary to the background and experience of other Board members.

In addition, the Board conducts interviews of potential director candidates to assess intangible qualities, including the individual’s ability to ask difficult questions and to work collegially and collaboratively. The Board considers diversity of race, ethnicity, gender, age, cultural background and professional experience in evaluating candidates for Board membership. Diversity is important because the Board believes that a variety of points of viewperspectives contribute to a more effective decision-making process.

When recommending director nominees for election by shareholders, the Board and the corporate governance committee focus on how the experience and skill set of each director nominee complements those of fellow directors to create a balanced Board with diverse viewpoints and deep expertise.

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Board skills and composition matrix

The following matrix sets forth, for each director, the skills they bring to the Board; their age and Board tenure; the number of other public company boards on which they serve; their independence; and other qualities and experiences that contribute to a diverse Board of Directors.

Director		Skills*		Age		Tenure		# of other public company boards		Independent		Racially/ Ethnically diverse		Gender diverse		Veteran status
Borer				68		9		0
Fogarty				63		9		0				(1)		(2)
Glotzbach				74		18		0
Hightman				65		1		0						(2)
Jones				64		7		1
Newberry				69		16		0				(3)		(2)
Schwartz				63		4		1
Sitherwood				62		12		0		CEO				(2)
Stupp				72		18		1
Van Lokeren**				75		23		0						(2)

Finance

Strategy/M&A

Audit/Risk management

Regulatory/Government

Regulated utility

Commodity marketing

Public company operating

Legal/Governance/Compliance

Cybersecurity

Environmental

Human resources/DEI

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Governance

Corporate governance at a glance

Board and committee structure

Our Board currently consists of 10 directors, nine of whom are independent. As discussed above, Ms. Van Lokeren is expected to resign from the Board at the 2022 annual meeting in accordance with our director retirement policy. Under our Corporate Governance Guidelines, the chair may be an officer or may be an independent member of the Board, at the discretion of the Board. The Board believes it should be free to use its business judgment to determine what is best for the Company in light of all the circumstances. Mr. Glotzbach is currently chair of the Board. As Mr. Glotzbach is expected to retire from the Board in 2024 due to reaching the mandatory director retirement age, succession planning for the chair of the Board will be a focus in 2023.

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As chair, Mr. Glotzbach leads the Board in the performance of its duties by working with the chief executive officer to establish meeting agendas and content, engaging with the leadership team between meetings and providing overall guidance as to the Board’s views and perspective.

Ms. Sitherwood, as chief executive officer, focuses on setting the strategy for the Company, overseeing daily operations, developing our leaders and promoting employee engagement throughout the Company.

During fiscal year 2022, there were nine meetings of our Board of Directors. All directors attended 75% or more of the aggregate number of meetings of the Board and applicable committee meetings (other than Ms. Hightman, who did not join any committees until January 2022), and all directors attended the last annual meeting of shareholders.

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

Board evaluation process

How we evaluate our Board, committee and individual director performance

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

This year, the Board elected to change the process for evaluating the Board, committee and individual director performance. Previously, the Board completed written questionnaires that included a grading system and narrative comments. This year, Mr. Glotzbach, the Board chair, conducted individual conference calls with each director during which they discussed the performance of: (1) the Board, (2) each committee on which the director serves, and (3) the other individual directors’ performance. This new process allowed for more robust, meaningful dialogue and candid feedback from the individual directors.

Feedback shared

Mr. Glotzbach compiled and summarized the results of the conversations. He shared feedback with each committee chair regarding the performance of the respective committees, and he met with each director privately to discuss the input that he received regarding their individual performance. The entire Board, including Ms. Sitherwood, met to discuss the feedback regarding the Board and the committees.

Feedback incorporated

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 Board is considering certain structural and process changes in response to the feedback. The directors agreed that this new process allowed them to share their thoughts and input more directly and completely and that they would utilize this process again in 2020.

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

The corporate governance committee hassupports the primary responsibility for developing a directorBoard in its development and maintenance of the Board succession plan. Each year, the corporate governance committee leads the Board in discussions regarding whether the Board possesses the appropriate mix of experiences, skills, attributes and tenure that it needs to provide oversight and direction in light of ourthe Company’s current and future business environment and strategic direction, all with the objective of recommending a group of directors that can best continue our success and represent our shareholders’ interests. As part of this discussion, the committee seeks specific input from directors regarding the individual directors whose terms expire at the next annual meeting. The corporate governance committee and Board are committed to developing a diverse pool of potential candidates for future Board service.service and maintaining a diverse and well-rounded Board.

Director onboarding and continuing education

In an effort to ensure the directors possess the necessary and appropriate skills and knowledge, all incoming directors participate in the Company’s orientation for new directors, and the corporate governance committee identifies educational programs on topics appropriate for public company board members, which the directors are encouraged to attend. Additionally, management arranges for speakers during Board and committee meetings to address timely topics, such as new legal and regulatory requirements that apply to the Company and industry updates. During the Board’s strategy sessions, directors hear presentations from, and engage in discussions with, speakers on numerous strategic and educational topics.

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

Board committees and their membership

The following chart shows the fiscal year 20192022 membership of our Board committees, committee meetings and committee member attendance while serving on the committee.

Our Board has delegated certain of its responsibilities to committees to provide for more efficient Board operations and allow directors to engage in deeper analysis and oversight in specific areas. The members and committee chairs are appointed by the Board on recommendations from the corporate governance committee. The chair of each committee helps develop the agenda for that committee and updates the Board after each regular committee meeting and otherwise as appropriate. Each committee reviews its charter annually. The primary responsibilities and membership of each committee are below:below.

Audit committee

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Compensation and human resources committee

Corporate governance committee

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Strategy committee

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ESG oversight

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

Risk oversight

Management is responsible for assessing and managing risk exposures on a day-to-day basis, and the Board is responsible for overseeing the Company’s risk management. In its oversight role, the Board and its committees ensure that the Company promotes a risk-aware culture and decision-making process. Several of the Board’s committees assistMore specifically, the Board in its risk oversight: the audit committee oversees the financial reporting, cybersecurity and related risks; the compensation committee oversees the compensation and pension plan funding risks; and the strategy committee overseeshas oversight responsibility for the Company’s long-range plan, investment strategies, capital structureoverall business risk management process, which includes the identification, assessment, mitigation and financial needs, including leverage, liquidity and funding sources and related matters in the contextmonitoring of the corporate strategy, and thekey business risks relatedon a companywide basis. The Board has delegated certain risk oversight responsibilities to the Company’s growth strategies.its committees:

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At the management level, the Company has an officer charged with overseeing the implementation of the enterprise risk management process at the Company. HerThe officer’s efforts are supported by athe Board of Directors, executive leadership and several other leaders across the Company who guide the effort to develop, document and maintain risk mitigation plans. A risk committee thatalso meets at least quarterly and assiststhroughout the year to assist in identifying, prioritizing and monitoring risks.

Because of the use of commodity-based derivatives by three of the Company’s subsidiaries, there is also a smaller risk committee that focuses on the risks and exposures in the commodity-based derivatives markets. The senior leaders of the Company receive periodic updates on the activities of the risk committees, as well as prompt notice of events that may require immediate action by senior leaders.

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Cybersecurity

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

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

Compensation risk assessment

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

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

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

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

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Director independence

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

In making these determinations, the Board considers all facts and circumstances as well as certain prescribed standards of independence, which are included with our Corporate Governance Guidelines at www.SpireEnergy.com in the Investors/Governance section. The Director Independence Standards adopted by the Board largely reflect the New York Stock Exchange standards, except that our adopted standards provide that the Board need not consider material the provision of natural gas service to any director or immediate family member of the director or director-related company pursuant to the tariffed rates of the Company’s utilities.

The independent members of the Board meet in executive session at least quarterly, which sessions are led by Mr. Glotzbach, the current chair of the Board. Each quarter, the chair solicits from other Board members topics for discussion in those sessions. Topics include from time to time, the performance of the chief executive officer, executive succession planning, executive compensation matters, Board succession planning and the Company’s strategy.

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

Corporate governance documents

Our key corporate governance documents include:

www.SpireEnergy.com

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All of these documents, other than the Policy Regarding the Approval of Independent Registered Public Accountant Provision of Audit and Non-Audit Services, are available at www.SpireEnergy.com in the Investors/Governance section, and a copy of any of these documents will be sent to any shareholder upon request.

Corporate Governance Guidelines

The Board generally conducts itself in accordance with its Corporate Governance Guidelines. The guidelines, among other matters, provide:

www.SpireEnergy.com

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Related Party Transaction Policy and Procedures

We have adopted a written Related Party Transaction Policy and Procedures, which is used by our corporate governance committee to determine whether to pre-approve transactions involving more than $100,000 with our directors, executive officers, five percent5% or greater shareholders, and their immediate family members. The corporate governance committee reviews all such transactions, regardless of amount. Based on its consideration of all the relevant facts and circumstances, the committee will decide whether or not to approve the transaction and will approve only those transactions that it determines to be in the best interest of the Company.

If the Company becomes aware of an existing transaction with a related party that has not been approved under the policy, the matter will be referred to the committee. The committee will evaluate all options available, including ratification, revision or termination of such transaction. While the committee generally reviews and considers approval or ratification of related party transactions, the Board has delegated to the corporate governance committee chair the authority to pre-approve or ratify, as applicable, any related party transaction involving an aggregate amount of less than $100,000. The policy also includes certain transactions that are deemed pre-approved because they do not pose a significant risk of a conflict of interest. Such pre-approved transactions include the provision of natural gas service to any of the related parties by our utility subsidiaries in accordance with their respective tariffed rates and those transactions at such a level as not to be material to the Company or the related party.

There were no related party transactions in fiscal year 20192022 requiring committee action.

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Policy regardingRegarding the approvalApproval of independent registered public accountant provisionIndependent Registered Public Accountant Provision of auditAudit and non-audit services

Non-Audit Services

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

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

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

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Audit committee’s review of independent auditor

The audit committee is directly responsible for the appointment, oversight, qualification, independence, performance, compensation and retention of the Company’s independent registered public accounting firm, including audit fee negotiations and approval. An important element of this oversight is the lead client service partner’s quarterly meetings with Ms. Fogarty, the audit committee chair, and monthly meetings with Mr. Glotzbach, who serves on the audit committee and chairs the Board.

Annually, the committee evaluates whether retaining Deloitte as the Company’s independent auditor for the upcoming year is in the best interest of Spire and its shareholders. As part of this analysis, the committee considers, among other factors:

The committee also factors in the relative costs, benefits, challenges, overall advisability and potential impact of selecting a different independent public accounting firm.

As part of its role in overseeing the external auditors, the committee is responsible for the selection of the Deloitte lead client service partner, and as required by law, assuresensures rotation of the lead partner every five years. At the beginning of the new lead partner selection process, Deloitte provides a list of candidates to members of senior management, who, in turn, evaluate and interview the candidates and submit a recommendation to the committee. The committee considers senior management’s recommendations and those of Deloitte leadership; evaluates the qualifications, strengths and weaknesses of the candidates; and selects the lead client service partner.

Other key governance policies and practices

Plurality voting

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

Director resignation

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

www.SpireEnergy.com

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Other key governance policies

Board of Directors Succession Planning and practicesDiversity Policy

The Board has adopted a written policy acknowledging the importance of diversity in its broadest sense in the boardroom as a driver of Board effectiveness. Diversity encompasses diversity of perspective, experience, background (including nationality), personality type, cognitive and personal strengths and other personal attributes, as well as diversity of gender, social and ethnic backgrounds.

During the past year, our Board’s succession planning efforts have focused primarily on the composition of our Board and its committees; the individual skill sets of current members and additional skills that could be beneficial for the Board and its committees in light of the Company’s strategy and emerging risks; upcoming retirements under our director retirement policy; our commitment to Board diversity; and strategies for identifying and recruiting new directors.

Each director provided written input in response to a survey distributed by the corporate governance committee soliciting thoughts concerning the skills and attributes the Board and individual directors should possess. The Board’s subsequent conversations and approach were informed by the results of this survey, our Company’s engagement with shareholders and other stakeholders as well as the Board’s annual self-evaluation and director nomination processes.

Our Board is focused on balancing new perspectives and the experience of existing directors while undergoing an orderly transition of roles and responsibilities on the Board and its committees. The Board worked with a firm to identify and recruit Carrie J. Hightman, who joined the Board in November 2021. Ms. Hightman brings to the Board extensive experience with regulated industries, in particular through her time working as an executive for NiSource Inc. With Ms. Van Lokeren’s expected retirement in January 2023, the Board plans to begin a search for new directors in early 2023.

Management succession planning

A key responsibility of the CEO and the Board is ensuring an effective process is in place to provide continuity of leadership over the long term at all levels of the Company. To that end, management has implemented a structured succession-planning program throughout Spire.

Succession planning for the CEO and executive officers is directly overseen by the Board and the compensation and human resources committee, which conducts an annual review of the succession plans for our CEO and other executives and receives periodic updates on the plans. Our CEO and the compensation and human resources committee, in turn, review the succession plans annually with the full Board.

These succession plans reflect the Board’s belief that internal candidates for the CEO and other executive positions should be regularly identified and that diverse candidates should be developed for consideration when a transition is planned or necessary. Accordingly, management has identified internal candidates in various phases of development and has implemented development plans to ensure the candidates’ readiness.

The development plans identify the candidates’ strengths and developmental opportunities, and the compensation and human resources committee receives periodic updates and regularly reviews the candidates’ progress. As part of the process, the Board engages with potential successors at Board meetings and in less formal settings to allow directors to personally assess candidates. Although Spire prefers to develop successors from existing employees, the Company may recruit externally if doing so would better suit strategic needs.

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

Recoupment Policy

We have a policy that addresses recoupment of amounts from executive officers’ and other employees’ performance-based awards under the annual and equity incentive plans to the extent that they would have been materially less due to inaccuratewere it not for financial statements,statement errors, fraud or intentional, willful or gross misconduct.

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Prohibition of hedging/pledging of stock

Our policy on the purchase and sale of securities prohibits executive officers and board members from: (1)(i) entering into hedging transactions with respect to Company securities, including, without limitation, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities; and (2)(ii) holding Company stock in a margin account or pledging Company stock as collateral for a loan. An exception to this prohibition on pledging may be granted where a person desires to pledge Company stock as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. A request for approval of an exception must be made to the chief executive officer and independent chair of the Board or lead director, as applicable, prior to the proposed execution of documents evidencing the proposed pledge. Negative pledges are not prohibited by this policy.

Board engagement with management

On a monthly basis, Mr. Glotzbach, the chair of the Board, meets with our CEO and certain members of the management team, depending on the topics to be discussed. This is an opportunity for management to have timely conversations with the chair regarding key Company updates. The topics discussed typically include progress on strategic initiatives, leadership development and management succession planning, governance items and financial updates. After the meeting, Mr. Glotzbach prepares summary notesis also accessible to management on an as-needed basis between monthly meetings to provide guidance and shares them with the other directorsoversight on key, time-sensitive issues. Committee chairs are similarly available to ensure they are up-to-datemanagement on significant developments.an as-needed basis.

Shareholder outreach

Our investor relations and corporate governance teams reach out to our largest institutional investors biannually, seeking their input and feedback regarding governance topics and our disclosure practices. This year, we specifically requested feedback on our first corporate social responsibility report issued in Maysustainability efforts and any additional environmental, socialrelated disclosures. We continue to seek input and guidance on our proxy statement and governance practices and disclosures, our institutional shareholders would like to see included in next year’s report. We also participated in several calls with shareholders during which we discussed our governance and disclosure practices.as well.

Shareholder nominee recommendations and nominee qualifications

Shareholders who wish to recommend nominees for the 2023 annual meeting to the corporate governance committee should make their submission to the committee by September 29no later than October 28 preceding the annual meeting by submitting it to:

Corporate Governance Committee Chair

c/o Spire Inc.

700 Market Street

St. Louis, MO 63101

Attn: Corporate Secretary

Candidates properly recommended by shareholders will be evaluated by the committee using the same criteria as applied to other candidates as described on page 13.12.

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Correspondence with the Board

Those who desire to communicate with the independent directors should send correspondence addressed to:

Chair of the Board

c/o Spire Inc.

700 Market Street

St. Louis, MO 63101

Attn: Corporate Secretary

All appropriate correspondence is forwarded directly to the chair of the Board. The Company does not, however, forward spam, sales, marketing or mass mailing materials; product or service complaints or inquiries; new product or service suggestions; resumes and other forms of job inquiries; or surveys. However, any filtered information is available to any director upon request.

www.SpireEnergy.com

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Directors’ compensation

The corporate governance committee periodically reviews director compensation relative to data of the Company’s comparator group provided by the compensation committee’sits independent consultant, which was Semler Brossy during fiscal year 2019.2022. The basic retainers and fees payable in fiscal year 20192022 are set forth below. No retainers or fees are paid to directors who are executives or employees of the Company and its subsidiaries.

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

Since February 1, 2018 to January 31, 2019,2022, the annual retainer was $185,000, of which $85,000 was payable in cash and $100,000 was payable in shares of our common stock. Beginning February 1, 2019, the annual retainer was increased to $205,000,has been $220,000, of which the pro-rated cash portion was $95,000is $100,000 and $110,000 was$120,000 is payable in shares of our common stock. The number of shares wasis determined by dividing $110,000the total equity grant value by the average closing stock price of our common stock during the 30-day period precedingon the grant date and rounding to the nearest ten10 shares. There are no additional meeting fees. During April 2019, the Board increased theThe directors’ stock ownership requirement tois six times the annual cash retainer from five times the annual cash retainer. Additionally, the

The Company’s Deferred Income Plan was amended effective January 1, 2019(“DIP”) allows directors to provide that directors may elect to defer futureall or a portion of their annual fees and equity awards startingawards. If a director elects to defer all or a portion of the annual equity grant, the deferred portion is awarded as phantom shares and upon vesting an amount of money equal to the value of the shares at vesting is credited to the Company Stock Fund in the 2020 fiscal year.director’s DIP account. Dividends paid on deferred equity are credited to the director’s DIP account to any fund instructed by the director other than the Company Stock Fund. Directors may not transfer deferred equity out of the Company Stock Fund until after they retire from the Board. Directors who elect to defer all or a portion of their annual Board fees may invest their deferred fees in any fund in the DIP other than the Company Stock Fund.

Beginning February 1, 2019, the Board chair annual retainer was increased to $100,000 and the compensation committee chair retainer was increased to $12,500. The Board has imposed a limit of $400,000 per director on the annual amount of the restricted stock retainer that could be approved by the Board for payment to independent directors. The table below discloses the compensation paid or earned by all those who served as Company directors in fiscal year 2019.2022. Not included in the table is the Retirement Plan for Non-Employee Directors, in which participation and benefits have been frozen since November 1, 2002. Under that plan, a non-employee director who had at least five years of service as a director of the Company or its predecessor as of November 1, 2002, qualified for an annual payment after retirement in an amount equal to the Board retainer aton November 1, 2002 ($18,000), with such payments being made for the longer of 10 years or life. The only current director eligible for benefits under the plan is Ms. Van Lokeren.

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

The February 2019 grants of 1,470 restricted shares under the 2015 Equity Incentive Plan had a six-month vesting requirement and vested on August 1, 2019 for all non-employee directors.

Stock awards to directors were previously made under the Company’s Restricted Stock Plan for Non-Employee Directors, amended and approved by shareholders in January 2009, until February 1, 2012. All of the directors that participated in this plan are fully vested in the awards under this plan as of January 2019, and no further grants have been or will be made under this plan. As mentioned above, the directors are eligible to participate under the 2015 Equity Incentive Plan, and currently each non-employee director is awarded an annual fixed-value stock grant in the amount of $110,000.

Beneficial ownership of Spire stock

The following table shows, as of November 1, 2019,2022 (unless otherwise noted), the number of shares of our common and preferred stock beneficially owned by (i) each person known to the Company to be the beneficial owner of more than five percent5% of the Company’s common stock, (ii) each current director and director nominee, (iii) each named executive officer listed in the “Summary compensation table” and (iv) all directors, nominees and executive officers as a group.

Amount and nature of ownership

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Amount and nature of ownership

* Less than one percent.

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The following table sets forth aggregate information regarding the Company’s equity compensation plan as of September 30, 2019.2022.