UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities
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SPIRE INC.

(Name of Registrant as Specified Inin Its Charter)

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Table of contents

Dear fellow shareholders,

We are pleased to invite you to attend our 2022 Annual Shareholder Meeting, which is scheduled for Thursday, January 26, 2023, at 8:30 a.m., Central Standard Time. This year’s meeting will be held virtually and employees,the accompanying proxy information outlines how to participate in the meeting and the matters that will be voted on at the meeting.

On behalf of the Board of Directors, I want to thank you for your investment in Spire. It is our privilege to serve you, and we highly respectWe appreciate the responsibility and trust involvedyou place in helpingus to help grow and guide our Company for continued success in the future. This pastIn fiscal year has been one2022, our management team focused on executing our business strategy, and looking at the future of the business to ensure we continue to provide value to our shareholders.

This year presented a variety of challenges, both at Spire and change. within the energy industry. Despite these challenges, we strove to deliver value for our shareholders, achieving net economic earnings of $3.86 per share. We also increased our annual dividend by 5.1%, making this the 20^th year in a row we have increased our dividend.

As a Board, we have remained focused on our oversight responsibilities, including Spire’s long-term growth strategy;with an emphasis on identification and mitigation of material risks; succession plans for therisks and further developing and implementing Company strategy. We are proud of our diverse Board and senior management; Spire’s environmental, socialdiversity continues to be a priority as we consider Board succession planning. The Board is focused on ensuring we have the right mix of diverse backgrounds, skills and governance strategies and disclosures; and oversight ofexperiences required to meet the Company’s implementation of business process adjustments necessitated by COVID-19.

Strategy and risk oversight

The Board consists of directors with extensive backgrounds in energy, finance, regulated industries, and audit and risk management. We leverage our diverse backgrounds and experiences and unique insights into strategy development and execution to guide Spire’s growth strategy and long-range plans and to oversee management’s identification and mitigation of material risks. As a Board, we are steadfastly focused on achieving results, building shareholder value and ensuring the Company has a sustainable foundation for future success.

Succession planning

We areevolving challenges. We’re committed to ensuring that our Board is made up of directors who are independent, committed, capable, diverse, experienced and experienced. We believe thataccountable to our shareholders.

A strong and sustainable management team is one of the keys to our effectiveness is the multi-faceted diversity of our Board, and we are committed to maintaining that diversity. The Board is currently in the process of updating and documenting a long-term Board succession plan that encompasses Board structure, mandatory and unexpected director retirements, the evolving strategy of the Company, and the skills and attributes required for the Board to effectively perform its oversight role today and in the future.

Similarly, throughoutSpire’s success. Throughout the year, we focusedthe compensation and human resources committee focuses on senior management succession planning. The compensation committee periodically participates in in-depth conversations with our Presidentpresident and Chief Executive Officer, Suzanne Sitherwood,chief executive officer and our management team during which potential future senior leaders are identified and development plans are discussed.

EnhancedSpire is committed to interacting with investors to determine what information is important to them, enhancing disclosures

Last year, I referenced and making environmental, social and governance (ESG) information even more accessible. In this proxy statement, we are highlighting our first-everenhanced 2021 Sustainability Report (previously called our Corporate Social Responsibility Report), released in June 2022, where we included significant updates to our sustainability disclosures. We invite you to review that report which was issued in May 2019. I advised that the report would continue to grow and expand, and this past May, we published our second report in which we greatly increased our disclosures and shared several beliefs and commitments. Management, with guidance and oversight from the Board, is committed to enhancing our disclosures and making them evenfor more accessible. This year, we are highlighting in this proxy statement our response to COVID-19 and several key disclosures that were included in our May 2020 Corporate Social Responsibility report addressing our environment, our communities and our people. You will also notice several additional enhanced disclosures within the pages of this proxy statement as we strive to share Spire’s story more effectively each year.information about these efforts.

Once again, on behalf of our Board of Directors, thank you for your investment in Spire and for your continued support.

Sincerely,

Edward L. Glotzbach

ChairmanChair of the Board

Spire Inc.

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Notice of
Annual Meeting
of Shareholders

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Caring for our communities

Every year, we strive to show we care by giving generously to enrich the lives of all those we serve. In 2020, an exceptionally challenging year for so many, we ramped up our efforts, using our collective energy to support each other and those we serve.

COVID-19 response

COVID-19 has had, and continues to have, a significant impact on our employees, customers and communities. As an essential business, we have continued to serve customers throughout the pandemic without interruption, and we were able to operate at normal levels of service throughout the majority of fiscal 2020. We quickly implemented a coordinated response that prioritizes the health and safety of those we serve, internally and externally.

This response was broad and multifaceted. With the support of our Board, management activated a cross-functional incident support team to continuously monitor the impact of COVID-19 and to implement measures necessary to appropriately manage risk. Management has provided regular updates to the Board regarding the Company’s response to the pandemic and will continue to involve the Board in any related strategic decisions.

Another important part of our response to the pandemic has involved providing assistance to our customers who need it most. As part of these efforts, we:

Corporate Social Responsibility

Our mission is to answer every challenge, advance every community and enrich every life through the strength of our energy. We know that our mission is bold and ambitious. We also know that it is possible.

That is why we strive every day to make a positive impact on our employees, customers, communities and the environment. And, it’s also why we hold ourselves accountable for achieving the ambitious goals that drive positive impact.

In our Corporate Social Responsibility (“CSR”) report, which can be found at https://www.spireenergy.com/ spire-csr-report, we share our beliefs, commitments, goals, targets, results and achievements. While the contents of our report are not incorporated here, we are sharing a few key points and highlights of our CSR efforts in the following paragraphs.

Our Board of Directors, its committees and Spire’s executive leadership team, known as the Leadership Council, led by our president and chief executive officer, work together to oversee, identify, monitor and manage environmental, social and governance risks. Leaders throughout the Company elevate environmental, social and governance issues to the Leadership Council, which, in turn, elevates them to the Board and its committees, as appropriate.

Under the oversight of the Board, the Leadership Council is leading the development and execution of our CSR strategy and program. Management provides regular updates to the Board regarding the strategy and program. The CSR report is prepared by the CSR report steering committee and reviewed and approved by the CSR Council and the Leadership Council. The steering committee and CSR Council consist of employees. The corporate governance committee oversees and approves the structure and content of the final report. The committee and management provide regular updates to the full Board throughout the year and share the report with the Board in advance of publication.

Our environment

At Spire, we believe that sustainability begins with driving positive energy solutions to improve customers’ lives and address challenges in each community we serve. We also believe that a strategic and focused business approach across the Company is necessary to care for the environment and sustain our growth and future. During 2020, we adopted our Environmental Policy and Principles, which reflects Spire’s belief that we all have shared responsibility to care for our planet and our commitment to operate with environmental safety and sustainability in mind.

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With that commitment in mind, we offer energy-efficiency programs that enable customers not only to save energy and money, but also help customers produce thousands of metric tons less carbon each year. We are also focused on creating sustainable workplaces, eliminating water waste and expanding our recycling program across all our facilities.

In addition, we’re diligently upgrading our pipeline infrastructure, implementing an aggressive leak repair strategy and deploying comprehensive damage prevention programs, resulting in a significant reduction in methane emissions and improving the safety of our distribution systems.

In fiscal 2020, we invested $311 million to replace 318 miles of aging infrastructure throughout the areas we serve. And since fiscal 2005, we’ve reduced our overall methane emissions by 39%, from 22,532 metric tons in fiscal 2005 to 13,567 metric tons in fiscal 2019. We’re targeting a 53% reduction from fiscal 2005 levels by fiscal 2025.

We are also focused on accountability and reporting the results of our efforts. We are active members of the Environmental Protection Agency’s Natural Gas STAR Methane Challenge program that focuses on achieving cost-effective methane reductions. We committed to reducing methane emissions by 5% in fiscal 2019—a goal we successfully met.

Additionally, since it launched, we’ve participated in the American Gas Association’s (AGA) voluntary reporting program, measuring and sharing the results of our methane reduction and pipeline replacement efforts to provide consistent sustainability data to the financial community.

Our community

We live and work in the communities we serve, and we’re invested in seeing our neighbors, relatives and friends grow and prosper. We believe that it’s our responsibility to be leaders in our communities, explore innovative ways to serve our customers even better and support organizations that help our communities flourish. That’s why we’re committed to:

Through the efforts of our employees, the Spire Foundation, a 501(c)(3) charitable organization, and the Company, we are making a difference in our communities.

Our people

The greatest energy in the world comes from one source—people. And we firmly believe that the safety and well-being of the 3,600 Spire employees who work here is one of our most important responsibilities. We also believe that:

An investment in people is always worthwhile. With an employee base that’s continually learning, growing and innovating, we can better serve our communities and bring our values of safety, inclusion and integrity to life in the work we do every day.

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Proxy statement summary

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

Who we are

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

As the fifth-largest publicly traded natural gas company in the country, we have the privilege of serving 1.7 million homes and businesses, as well as natural gas buyers, producers and industrial customers through our gas-related businesses.

As the fifth largest publicly traded natural gas company in the country, we are committed This commitment to growing our business, leading our industry and redefining what it means to serve our customers. This commitment is reflected in our mission to answer every challenge, advance every community and enrich every life through the strength of our energy. To live this mission, we hold strongly to our threefour values:

Stepping forward

COVID-19 response

InAs the pandemic extended into fiscal 2020, our mission and values served as our guide as we delivered on our strategic imperatives, including growing organically, investing in infrastructure and advancing through innovation. With our strategy firmly in place,year 2022, we continued to advanceprioritize the communities we serve.health and safety of our employees, customers and communities. The Board has maintained oversight over Spire’s response to the pandemic through regular reporting from management.

Safety

With an unyielding focus onDuring the first two quarters of the fiscal year, we experienced a significant spike of COVID-19 cases in our valueworkforce and we exerted significant efforts to prepare for compliance with various government mandates related to vaccination and testing. As we entered the second half of safety,the fiscal year, we have implemented processes, procedures and programs that have helped us reducea flexible work policy to initiate our employee injury ratereturn-to-work plans for the sixth fiscal year in a row. This marks a 17% year-over-year improvementportion of our workforce that had been working remotely. We continued to follow strict safety protocols for all entry into customers’ homes and an overall improvement of 57% since fiscal 2016. We remain very focused on reducing at-fault motor vehicle accidents, thereby improving safety for our employees and our communities. This past year, the American Gas Association recognized us for our commitment to safety with the Accident Prevention Certificate.

Inclusion

Inclusion, another Spire value, is reflected in the work we dobusinesses to ensure our workforce reflects the diversity of the communities we serve. We regularly reviewcould continue to provide service safely and adjust our affirmative action plans based on placement and utilization rates. And, we strivereliably to create an even more diverse and inclusive work environment by committing to and achieving the goals of the CEO Action for Diversity & Inclusion Pledge.

In addition, during fiscal 2020, we adopted a Human Rights Policy, which is our first step in demonstrating that Spire understands its universal responsibility to respect human rights. This policy provides the basis for publicly affirming our values and embedding the responsibility into Spire’s operations and the way we do business.

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Integrity

At Spire, we always strive to do the right thing by each other and the people we serve. This was especially true as COVID-19 swept throughout the communities we serve. And it’s why we stepped up, finding new ways to support each other and our customers (described above on page 4 under the caption “COVID-19 response”).

Advancing performanceall customers.

Consistent earningswith fiscal years 2020 and cash flow over recent years have enabled us to pay attractive, growing dividends and to invest in the growth of the Company, which2021, we expect to continue. We invested $638 million in capitaldid not furlough or lay off any employees in fiscal 2020,year 2022. In addition, management did not recommend, nor did the Board approve, any changes to our executive compensation metrics or program in connection with the pandemic. See the “Compensation Discussion and we are poised to invest $3.0 billion in capital over the five-year period 2021-2025 to support our targeted long-term annual net economic earnings per share growth of 5%-7%.Analysis” section herein for more information.

Spire’s fiscal year 20202022 corporate performance

The following table provides information on the Company’s performance in the last two fiscal years, which was a critical consideration in the Company’s determination of appropriate executive compensation. During severe winter weather in fiscal 2021, we were successful in providing safe, reliable service for our utility service areas in addition to driving value from storage investments we made at Spire Marketing. For the fiscal year ended September 30, 2020,2022, when weather was warmer in its operating territories, the Company reported consolidated net income of $88.6$220.8 million ($1.443.95 per diluted share), compared with $184.6$271.7 million ($3.524.96 per diluted share) in fiscal 2019. The decrease of $96.0 million reflects pre-tax impairment charges in fiscal year 2020 totaling $148.6 million ($117.3 million after-tax) related primarily to Spire’s storage operations and a $12.2 million ($9.3 million after-tax) provision for Infrastructure System Replacement Surcharge (“ISRS”) rulings recorded in the prior year. Excluding these amounts, net2021. Net income grew $12.0decreased $50.9 million, driven by decreases of $38.6 million and $9.2 million in the Gas Utility segment as a result of higher ISRS revenues at Spire Missouri and favorable Rate Stabilization and Equalization adjustments at Spire Alabama, partially offset by a decline for the Gas Marketing segment due to the costs of incremental storage capacity (the value of which will not be realized until 2021) and less favorable market conditions.segments, respectively. Net income and earnings per share are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Management also uses the non-GAAP measures of net economic earnings (“NEE”) and NEE per share when internally evaluating and reporting results of operations, as discussed on pages 32-3331 and 32 of the Company’s Annual Report on Form 10-K for the year ended

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September 30, 20202022 (the “2020“2022 10-K”). NEE for fiscal 20202022 was $207.8$216.3 million ($3.763.86 per diluted share), updown from $195.1$266.3 million ($3.734.86 per diluted share) for fiscal 2019.2021. The $12.7$50.0 million growthdecline includes a $13.6$27.9 million increase indecrease for the Gas Utility segment and a $10.3$20.0 million decrease forin Gas Marketing, as well as improvements in other operations.Marketing. The results are discussed further beginning on page 3532 of the 20202022 10-K.

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Our 20202022 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 2020.2022. 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 20202022 target AIP opportunity and the fair market value of the equity awards made during fiscal year 2020.2022. 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.

Sustainability

We issued our fourth annual Sustainability Report (previously called our Corporate Social Responsibility Report) in June 2022. In this report, we expanded our sustainability focus and increased our related disclosures on environmental, social and governance (ESG) topics. We also included reporting under the Sustainability Accounting Standards Board (SASB) standards for the first time in fiscal year 2022, and we began providing disclosures

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aligned with the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations. In addition, we held our first investor sustainability call to discuss highlights from the report and give investors the opportunity to ask questions about our sustainability efforts. We remain committed to enhancing and expanding our disclosures each year to create an even more robust and transparent view of our overall sustainability strategy and plans.

In fiscal year 2022, the various committees of the Board of Directors continued formal oversight of management’s sustainability efforts in the areas of environmental; diversity, equity and inclusion; supplier diversity; and governance to ensure progress is being made on our ESG commitments. The corporate governance committee remains responsible for overseeing and approving the Sustainability Report. The current Sustainability Report can be found on our website at SpireEnergy.com/Sustainability.

Annual meeting of shareholders

Time and date		Place		Record date
8:30 a.m., Central Standard Time, CST on Thursday, January 28, 202126, 2023 Check-in beginning 8:15 a.m. CST		Virtually at www.virtualshareholdermeeting.com/SR2020SR2022		November 30, 20202022

How to vote

Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals.

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

Voting matters

Proposal		Board vote recommendation				Page reference (for more detail)
Election of three directors			FOR		11	9
Provide advisory vote to approve the compensation of our named executive officers			FOR		26	29
Provide advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers			ONE YEAR			59
Ratification of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firmaccountant for fiscal year 2021	FOR2023		56	FOR			60

www.SpireEnergy.com

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Nominees for election (page 11)

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			Nominee
Mark A. Borer		Maria V. Fogarty		Edward L. Glotzbach		Carrie J. Hightman
Retired Chief Executive		Retired Senior Vice President,			Retired Vice Chairman,
Officer and Board Member			Internal Audit and Compliance			Mergers and Acquisitions
DCP Midstream Partners LP			NextEra Energy, Inc.			Information Services Group
Age: 66			Age: 61			Age: 72
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:		Committees:
									Nominee
Rob L. Jones		Brenda D. Newberry		Stephen S. Schwartz
Retired Co-Head			Retired Chairman			President and
Bank of America Merrill			of the Board			Chief Executive Officer
Lynch Commodities, Inc.			The Newberry Group			Brooks Automation, Inc.
Nominee Retired Co-Head Bank of America Merrill Lynch Commodities, Inc. Age: 62		Age: 67			Age: 61
64 Director since: 2016 Committees:			Retired Chairman of the Board The Newberry Group Age: 69 Director since: 2007 Committees:		President and Chief Executive Officer Azenta, Inc. Age: 63 Director since: 2018
Committees:			Committees:			Committees:
Suzanne Sitherwood		John P. Stupp Jr.		Mary Ann Van LokerenLokeren*
President and Chief		Chairman, President and			Retired Chairman and
Executive Officer			Chief Executive Officer			Chief Executive Officer
Spire Inc.			Stupp Bros., Inc.			Krey Distributing Co.
Age: 60			Age: 70			Age: 73
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:			Committees:			Committees:

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Advisory vote to approve the compensation of our named executive officers (page 26)

29)

As we do every year, we are again seeking shareholder advisory approval of the Company’s compensation of our named executive officers as disclosed in this proxy statement. Although the vote on this proposal is advisory and nonbinding, the compensation and human resources committee and Board will review the results of the vote and consider the collective views of our shareholders in future determinations concerning our executive compensation program.

Advisory vote on frequency of future advisory votes to approve the compensation of our named executive officers (page 59)

Independent

Every six years, we are required to seek a shareholder advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers as disclosed in this proxy statement. We continue to recommend that this vote occur annually. Although the vote on this proposal is advisory and nonbinding, the compensation and human resources committee and Board will review the results of the vote and consider the collective views of our shareholders on the frequency of this vote. The Board recommends the advisory vote to approve the compensation of our named executives be held every year, but you are free to vote one of four choices for this proposal on the proxy card: “One Year,” “Two Years,” “Three Years,” or “Abstain.”

Ratification of appointment of independent registered public accountant (page 56)

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We are asking shareholders to ratify the selection of Deloitte as our independent registered public accountant for fiscal year 2021.2023. The table contains summary information with respect to Deloitte’s fees for services provided in fiscal years 20202022 and 2019.2021.

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Proposal 1: Election of directors

The Board of Directors is divided into three classes. Directors Borer, FogartyGlotzbach, Jones and Schwartz,Stupp, whose terms will expire upon the election of directors at the meeting on January 28, 2021,26, 2023, have been nominated to stand for reelection for terms expiring upon the election of their successors in January 20242026 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 2024

Mark A. Borer
Age: 66 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: Since 2017, Mr. Borer has served on the board of Altus Midstream Company, where he serves on the audit committee and conflicts committee.
Maria V. Fogarty
Age: 61 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

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Back to Contents

Stephen S. Schwartz
Age: 61 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. On October 1, 2010, he became chief executive officer and continues to serve in that role. 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 has served on the board of Brooks Automation, Inc.

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

Directors with terms expiring in 2022

Brenda D. Newberry
Age: 67 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. Other public directorships: None
Suzanne Sitherwood
Age: 60 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 39 years of experience in the natural gas industry and has overseen significant growth at the Company. During the course of her career, Ms. Sitherwood has gained extensive management and operational experience and has demonstrated a strong track record of leadership, strategic vision and business acumen. In her capacity as CEO and member of the Board, she is utilizing her knowledge of the energy markets in overseeing the development of the Company’s long-term strategy. Other public directorships: Ms. Sitherwood has been a director at Alcoa Corporation since 2016, where she serves on the audit committee and safety, sustainability and public issues committee. Other directorships: Ms. Sitherwood has been a director at the Federal Reserve Bank of St. Louis since 2016, where she serves as chair of the board.
Mary Ann Van Lokeren
Age: 73 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. 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, her prior experience on other public company boards provides insight as to the Board’s role in oversight of management as well as corporate governance. Other public directorships: Retired from the board of Masco Corporation in May 2018.

  Chair     Audit     Compensation     Corporate Governance     Strategy

www.SpireEnergy.com

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Back to Contents

Directors with terms expiring in 2023

2026

Chair   Audit   Compensation and Human Resources   Corporate Governance   Strategy

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

Directors with terms expiring in 2024

  Chair   Audit   Compensation and Human Resources   Corporate Governance   Strategy

www.SpireEnergy.com

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Directors with terms expiring in 2025

Chair   Audit   Compensation and Human Resources   Corporate Governance   Strategy

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Director with term expiring in 2023

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

Chair   Audit   Compensation and Human Resources   Corporate Governance   Strategy

Qualifications required of all directors

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

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

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

www.SpireEnergy.com

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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 nine10 directors, eightnine 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 the 2020 fiscal year 2022, there were twelvenine 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.

www.SpireEnergy.com

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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 evidence 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 view 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.

Board evaluation process

How we evaluate our Board, committee and individual director performance

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

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

The corporate governance committee supports the Board in its development and maintenance of the Board succession plan. Each year, the corporate governance committee leads the Board in discussions regarding whether the Board possesses the appropriate mix of experiences, skills, attributes and tenure 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 and maintaining a diverse and well-rounded Board.

Director onboarding and continuing education

In an effort to ensure that 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

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on topics appropriate for public-companypublic company board members, which the directors are encouraged to attend. Additionally, management from time to time arranges for speakers during Board and committee meetings to address timely topics, such as audit, compensationnew legal and governance.regulatory requirements that apply to the Company and industry updates. During the Board’s annual strategy session,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, is currently in the process of documentinghas 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 20202022 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

www.SpireEnergy.com

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Compensation and human resources committee

Corporate governance committee

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:

www.SpireEnergy.com

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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. The officer’s efforts are supported by the Board of Directors, Leadership Councilexecutive leadership and several other leaders across the Company who leadguide the effort to develop, document and maintain risk mitigation plans. The officer also leads aA risk committee thatalso meets throughout the year to assist in identifying, prioritizing and monitoring risks.

Because of the use of commodity-based derivatives by three of the Company’s subsidiaries, there is also a 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.

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.

www.SpireEnergy.com

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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:

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, 5% or greater shareholders, and their immediate family members. The corporate governance committee reviews all such transactions, regardless of amount. Based on its consideration of all the relevant facts and circumstances, the committee will decide whether or not to approve the transaction and will approve only those transactions 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 20202022 requiring committee action.

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:

www.SpireEnergy.com•

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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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Board of Directors Succession Planning and Diversity Policy

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

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

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

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

Management succession planning

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

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

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

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

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

Recoupment

We have a policy that addresses recoupment of amounts from executive officers’ and other employees’ performance-based awards under the annual and equity incentive plans to the extent that they would have been materially less 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. Negative pledges are not prohibited by this policy. During this past fiscal year, the Board of Directors amended the policy on the purchase and sale of securities to remove the exception to the prohibition on pledging Company stock.

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 notes and shares them with the other directors to ensure they are up-to-date on significant developments. Mr. Glotzbach is also accessible to management on an as-needed basis between monthly meetings exchanging text messages and emails and engaging in telephone conversations to provide guidance and oversight on key, time-sensitive issues. Committee chairs are similarly available to management on an as-needed basis.

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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 proxy statementsustainability efforts and governancerelated disclosures. We continue to seek input and guidance on our environmental, socialproxy statement and governance practices and disclosures, as well.

Shareholder nominee recommendations and nominee qualifications

Shareholders who wish to recommend nominees for the 2023 annual meeting to the corporate governance committee should make their submission to the committee 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 15.12.

Correspondence with the Board

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

Chair of the Board

c/o Spire Inc.

700 Market Street

St. Louis, MO 63101

Attn: Corporate Secretary

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

www.SpireEnergy.com

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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 2020.2022. The basic retainers and fees payable in fiscal year 20202022 are set forth below. No retainers or fees are paid to directors who are executives or employees of the Company and its subsidiaries.

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

Since February 1, 2019,2022, the annual retainer has been $205,000,$220,000, of which the pro-rated cash portion is $95,000$100,000 and $110,000$120,000 is payable in shares of our common stock. The number of shares is 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. The directors’ stock ownership requirement is six times the annual cash retainer.

Effective in fiscal 2020, theThe Company’s Deferred Income Plan (“DIP”) allows directors to elect to defer all or a portion of their annual fees and equity awards. If a director elects to defer all or a portion of the annual equity grant, the deferred portion is awarded as phantom shares and upon vesting an amount of money equal to the value of the shares at vesting is credited to the Company Stock Fund in the director’s DIP account. Dividends paid on deferred equity will beare 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 he or she retiresthey retire from the Board. Directors who elect to defer all or a portion of their annual Board fees may invest their deferred fees in any fund in the DIP other than the Company Stock Fund.

The Board has imposed a limit of $400,000 per director on the annual amount of the restricted stock retainer that could be approved by the Board for payment to independent directors. The table below discloses the compensation paid or earned by all those who served as Company directors in fiscal year 2020.2022. 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:

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Beneficial ownership of Spire stock

The following table shows, as of November 1, 2020,2022 (unless otherwise noted), the number of shares of our common and preferred stock beneficially owned by (i) each person known to the Company to be the beneficial owner of more than 5% of the Company’s common stock, (ii) each current director and director nominee, (iii) each named executive officer listed in the “Summary compensation table” and (iv) all directors, nominees and executive officers as a group.

Amount and nature of ownership

*Less than 1%.

www.SpireEnergy.com

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