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
Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934

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SPIRE INC.

(Name of Registrant as Specified Inin Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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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, thank you for your investment in Spire. It is our privilege to serve you, and weWe appreciate the responsibility and trust you place in us to help grow and guide our Company for continued success in the future. This pastIn fiscal year has once again 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, with an emphasis on identification and mitigation of material risks and the developmentfurther developing and implementationimplementing Company strategy. We are proud of company strategy, succession plans for theour diverse Board and senior management, and environmental, social and governance strategies and disclosures.

Strategy and risk oversight

Each year presents new challengesdiversity continues to the energy industry, and thebe a priority as we consider Board remains focused on short-term and long-term strategy and results, sustainable shareholder value, risk identification and mitigation, and the Company’s preparedness to grow and succeed. We believe that overseeing these aspects of Spire are at the core of our duties as directors.

Succession planning

succession planning. The Board is continuously focused on seeking to ensure thatensuring we have the right mix of diverse backgrounds, skills and experiences required to meet the Company’s evolving challenges. We areWe’re committed to ensuring that our Board is made up of directors who are independent, committed, capable, diverse, experienced and accountable to our shareholders.

A strong and sustainable management team is one of the keys to Spire’s success. Throughout the year, the compensation and human resources committee focuses on senior management succession planning. The committee periodically participates in in-depth conversations with our president and chief executive officer and our management team during which potential future senior leaders are identified and development plans are discussed.

Enhanced disclosures

Spire is committed to interacting with investors to determine what information is important to them, enhancing disclosures and making environmental, social and governance (ESG) information even more accessible. We are also, once again this year, highlighting our response to COVID-19 and how we are working to keep our employees, customers and communities safe while providing reliable natural gas service. You will also notice several additional enhanced disclosures within the pages ofIn this proxy statement, as we striveare highlighting our enhanced 2021 Sustainability Report (previously called our Corporate Social Responsibility Report), released in June 2022, where we included significant updates to share Spire’s storyour sustainability disclosures. We invite you to review that report for 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

Chair of the Board

Spire Inc.

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Notice of
Annual Meeting
of Shareholders

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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:

COVID-19 response

As the pandemic continued throughoutextended into fiscal 2021,year 2022, we continued to prioritize the health and safety of our employees, customers and communities. Our cross-functional incident support team led the Company through the changing landscape of the pandemic and implemented a range of measures, including:

The Board has maintained oversight over Spire’s continued response to the pandemic through regular reporting from management.

During the first two quarters of the fiscal year, we experienced a significant spike of COVID-19 cases in our workforce 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 the fiscal year, we implemented a flexible work policy to initiate our return-to-work plans for the portion of our workforce that had been working remotely. We continued to follow strict safety protocols for all entry into customers’ homes and businesses to ensure we could continue to provide service safely and reliably to all customers.

Consistent with fiscal years 2020 and 2021, we did not furlough or lay off any employees in fiscal 2021.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 Analysis” section herein for more information.

www.SpireEnergy.com

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Spire’s fiscal year 20212022 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, 2021,2022, when weather was warmer in its operating territories, the Company reported consolidated net income of $220.8 million ($3.95 per diluted share), compared with $271.7 million ($4.96 per diluted share), compared with $88.6 million ($1.44 per diluted share) in fiscal 2020. The prior year amount reflects the impact of the third quarter 2020 impairment charge of $148.6 million ($117.3 million after tax). Excluding this charge, net2021. Net income increased $65.8decreased $50.9 million, driven by increasesdecreases of $37.8$38.6 million and $23.6$9.2 million in the Gas MarketingUtility and Gas UtilityMarketing segments, respectively, combined with a $4.4 million improvement in results from Other. The Gas Marketing and Gas Utility results reflect the positive effects of optimizing market conditions in February due to extreme weather as a result of Winter Storm Uri.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, 20212022 (the “2021“2022 10-K”). NEE for fiscal 20212022 was $216.3 million ($3.86 per diluted share), down from $266.3 million ($4.86 per diluted share), up from $207.8 million ($3.76 per diluted share) for fiscal 2020.2021. The $58.5$50.0 million growthdecline includes a $37.9$27.9 million increasedecrease for Gas Marketing and a $17.2 million increase in the Gas Utility segment as well as improvementsand a $20.0 million decrease in Other.Gas Marketing. The results are discussed further beginning on page 3432 of the 20212022 10-K.

Our 20212022 results

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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 2021.2022. The Company also emphasizes pay-for-performance by placing most of the executives’ target total direct compensation (“TTDC”) at risk through the annual and long-term incentive plans. TTDC includes the current base salary, the 20212022 target AIP opportunity and the fair market value of the equity awards made during fiscal year 2021.2022. Further, the value of the equity incentive award, the largest portion of incentive pay, is based on long-term performance.

Sustainability

We have 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 May duringfiscal year 2022, and we began providing disclosures

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aligned with the past three years. We planTask Force on Climate-Related Financial Disclosures (TCFD) recommendations. In addition, we held our first investor sustainability call to issuediscuss highlights from the report and give investors the opportunity to ask questions about our next report in May 2022.sustainability efforts. We remain committed to enhancing and expanding our disclosures each year to create an even more fully describe the work we are doing to make Spire more sustainable. We are working toward Sustainability Accounting Standards Board (SASB) reporting in calendar year 2022,robust and we are currently evaluating the Task Force on Climate-related Financial Disclosures (TCFD) framework.transparent view of our overall sustainability strategy and plans.

In fiscal 2021,year 2022, the various committees of the Board of Directors assumedcontinued formal oversight of management’s sustainability efforts in the areas of environmental; diversity, equity and inclusion; supplier diversity; and governance.governance to ensure progress is being made on our ESG commitments. The corporate governance committee remains responsible for overseeing and approving the report, which we plan to rename to be our Sustainability report.Report. The current Corporate Social Responsibility reportSustainability Report can be found on our website at SpireEnergy.com/CSR.Sustainability.

Annual meeting of shareholders

Time and date		Place		Record date
8:30 a.m. CST on Thursday, January 27, 202226, 2023 Check-in beginning 8:15 a.m. CST		Virtually at www.virtualshareholdermeeting.com/SR2021SR2022		November 30, 20212022

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

Voting matters

Proposal		Board vote recommendation				Page reference (for more detail)
Election of fourthree directors			FOR			9
Provide advisory vote to approve the compensation of our named executive officers			FOR			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 20222023			FOR			5960

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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.

 

Mark A. Borer		Maria V. Fogarty		Edward L. Glotzbach		Carrie J. Hightman
Retired Chief Executive Officer and Board Member DCP Midstream Partners LP Age: 6768 Director since: 2014 Committees:		Maria V. Fogarty Retired Senior Vice President, Internal Audit and Compliance NextEra Energy, Inc. Age: 6263 Director since: 2014 Committees:		Edward L. Glotzbach Nominee Retired Vice Chairman, Mergers and Acquisitions Information Services Group Age: 7374 Director since: 2005 Committees:		Carrie J. Hightman Nominee Retired Executive Vice President and Chief Legal Officer NiSource Inc. Age: 6465 Director since: 2021 Committees: TBD
Rob L. Jones		Brenda D. Newberry		Stephen S. Schwartz
Nominee Retired Co-Head Bank of America Merrill Lynch Commodities, Inc. Age: 6364 Director since: 2016 Committees:		Brenda D. Newberry Nominee Retired Chairman of the Board The Newberry Group Age: 6869 Director since: 2007 Committees:		Stephen S. Schwartz President and Chief Executive Officer Brooks Automation, Azenta, Inc. Age: 6263 Director since: 2018 Committees:
Suzanne Sitherwood Nominee		John P. Stupp Jr.		Mary Ann Van Lokeren*
President and Chief Executive Officer Spire Inc. Age: 6162 Director since: 2011 Committees:		John P. Stupp Jr. Nominee Chairman, President and Chief Executive Officer Stupp Bros., Inc. Age: 7172 Director since: 2005 Committees:		Mary Ann Van Lokeren Nominee Retired Chairman and Chief Executive Officer Krey Distributing Co. Age: 7475 Director since: 2000 Committees:

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Advisory vote to approve the compensation of our named executive officers (page 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 59)

60)

We are asking shareholders to ratify the selection of Deloitte as our independent registered public accountant for fiscal year 2022.2023. The table contains summary information with respect to Deloitte’s fees for services provided in fiscal years 20212022 and 2020.2021.

www.SpireEnergy.com

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Proposal 1: Election of directors

The Board of Directors is divided into three classes. Directors Hightman, Newberry, SitherwoodGlotzbach, Jones and Van Lokeren,Stupp, whose terms will expire upon the election of directors at the meeting on January 27, 2022,26, 2023, have been nominated to stand for reelection. Directors Hightman, Newberry and Sitherwood are nominatedreelection for terms expiring upon the election of their successors in January 20252026 or their earlier removal or resignation from office. Director Van LokerenMr. Glotzbach is nominated for a term expiringexpected to tender his resignation in January 2023 at which time she will retire2024 due to Spire’s mandatory director retirement

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

Nominee

Nominees for term expiring in 2023

Mary Ann Van Lokeren
Age: 74 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. 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.

Nominees for terms expiring in 2025

Carrie J. Hightman
Age: 64 Director since: 2021 Independent Committees: TBD		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 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 and her experience as a lawyer add a new dimension and fresh perspectives to the Board. Other public directorships: None

Chair   Audit   Compensation and Human Resources   Corporate Governance   Strategy

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Back to Contents

Brenda D. Newberry
Age: 68 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: 61 Director since: 2011 Management Committees:		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 40 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 (“Alcoa”) since 2016, where she serves on the audit committee and the compensation and benefits committee. Ms. Sitherwood has notified Alcoa that she does not intend to stand for re-election to the Alcoa board of directors at Alcoa’s 2022 annual meeting of stockholders. 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.

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

Directors with terms expiring in 2023

2026

Chair   Audit   Compensation and Human Resources   Corporate Governance   Strategy

www.SpireEnergy.com

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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

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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 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.

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 perspectives.Board of Directors.

Director		Skills*		Age		Tenure		# of other public company boards		Independent		Racially/ Ethnically diverse		Gender diverse		Veteran status		Skills*		Age		Tenure		# of other public company boards		Independent		Racially/ Ethnically diverse		Gender diverse		Veteran status
Borer				67		8		1												68		9		0
Fogarty				62		8		0				(1)		(2)						63		9		0				(1)		(2)
Glotzbach				73		17		0												74		18		0
Hightman				64		0		0						(2)						65		1		0						(2)
Jones				63		6		1												64		7		1
Newberry				68		15		0				(3)		(2)						69		16		0				(3)		(2)
Schwartz				62		3		1												63		4		1
Sitherwood				61		11		1		CEO				(2)						62		12		0		CEO				(2)
Stupp				71		17		1												72		18		1
Van Lokeren				74		22		0						(2)
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.

www.SpireEnergy.com

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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 2021 fiscal year 2022, there were 10nine 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.

www.SpireEnergy.com

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The standing committees of the Board of Directors include the audit, compensation and human resources, corporate governance and strategy committees. During fiscal year 2021, the Board delegated authority and responsibility for oversight of environmental, social and governance issues to the compensation and human resources, corporate governance and strategy committees as follows:

Compensation and human resources committee

Corporate governance committee

Strategy committee

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.

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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 on topics appropriate for public-companypublic 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 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 20212022 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

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:

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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. More specifically, the Board has oversight responsibility for the Company’s overall business risk management process, which includes the identification, assessment, mitigation and monitoring of key business risks on a companywide basis. The Board has delegated certain risk oversight responsibilities to its committees.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. The officer’s efforts are supported by the Board of Directors, Leadership Councilexecutive leadership and several other leaders across the Company who guide 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 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 regularly 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 at Board meetings.security. The full 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.

www.SpireEnergy.com

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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:

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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 with our directors, executive officers, 5% or greater shareholders, and their immediate family members. The Board voted to remove the $100,000 threshold during fiscal 2021, so the corporate governance committee now reviews all transactions.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. 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 20212022 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, ensures 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.

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Other key governance policies and practices

Plurality voting

The Spire Board amended the Company’s bylaws in November 2021 to provide for plurality voting in the event the election of directors is contested.

Director resignation

The Board amended the Company’s bylaws in November 2021 to 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 that 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 that helped it determine the skills and attributes that the Board should seek in new directors andto identify and recruit candidates that possessCarrie J. Hightman, who joined the desired characteristics.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 that an effective process is in place to provide continuity of leadership over the long term at all levels in ourof 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

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to allow directors to personally assess candidates. Although Spire prefers to develop successors from existing employees, to ensure selection of the best person for the role, the Company may recruit externally if doing so would better suit strategic needs.

The compensation and human resources committee believes that 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.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.

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.

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.

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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 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.

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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 its independent consultant, which was Total Rewards StrategiesSemler Brossy during fiscal year 2021.2022. The basic retainers and fees payable in fiscal year 20212022 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.

Since February 1, 2019,2022, the annual retainer has been $205,000,$220,000, of which the cash portion is $95,000 and $110,000 is payable in shares of our common stock.

Beginning February 1, 2022, the annual retainer will increase to $220,000, of which the cash portion will be $100,000 and $120,000 will beis payable in shares of our common stock. The number of shares is determined by dividing the total equity grant value by the closing stock price of our common stock on 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. Also beginning February 1,

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2022, the compensation and human resources committee chair retainer will be $15,000; the corporate governance committee chair retainer will be $13,000; and the strategy committee chair retainer will be $13,000.

The 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 2021.2022. 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, 2021,2022 (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%.

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www.SpireEnergy.com

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