SPIRE INC appointed Steven L. Lindsey as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On September 21, 2023, Spire Inc. (the "Company") announced the appointment of Steven L. Lindsey as President and Chief Executive Officer effective October 1, 2023. Mr. Lindsey, age 57, has served as Executive Vice President, Chief Operating Officer for the Company since 2012. Prior to joining the Company, Mr. Lindsey was the President of Atlanta Gas Light, Chattanooga Gas and Florida City Gas and Senior Vice President of southern operations for AGL Resources. In addition, Mr. Lindsey will be appointed to the Company's Board of Directors ("Board") effective October 1, 2023, with a term expiring in 2025. In connection with Mr. Lindsey's appointment to the Board, the Board approved an increase in the size of the Board from eleven to twelve members effective October 1, 2023.

 

There are no related party transactions involving Mr. Lindsey nor any family relationships between him and any existing director or officer of the Company. There is no plan, contract or arrangement pursuant to which he has been named an executive officer or director of the Company.

 

Mr. Lindsey's annual base salary will be $800,000. He will participate in the Company's Annual Incentive Plan with target and maximum awards of 100% and 150% of base salary, respectively, for the fiscal year beginning October 1, 2023.

 

With regard to the Company's 2015 Equity Incentive Plan, Mr. Lindsey will receive an equity grant in November 2023 equal to $1.4 million. This grant will be made through the Company's normal compensation process. The grant will be 25% time-based restricted stock and 75% performance-contingent stock units, all with a three-year vesting period. This equity grant will be subject to the same vesting requirements as the equity grants made to other named executive officers, as described in the Company's proxy statement.

 

Mr. Lindsey is a participant in the Company's Executive Severance Plan. In connection with his appointment to President and Chief Executive Officer, he will become eligible for a lump-sum severance benefit equal to 200% of his annual base salary and a cash payment equal to the estimated cost of continued medical, dental and vision benefits for a period of 24 months. This severance benefit is payable if Mr. Lindsey's employment is terminated by the Company without cause or by Mr. Lindsey for good reason (as defined in the Executive Severance Plan). In the event of a qualifying termination following a change in control, the severance benefit would be a lump-sum amount equal to 300% of his annual base salary and a cash payment equal to the estimated cost of continued medical, dental and vision benefits for a period of 36 months. These severance payments are contingent on the execution of a general release, as well as a confidentiality, non-disparagement, non-competition and non-solicitation agreement.

 

In connection with Ms. Suzanne Sitherwood's previously announced transition to retirement, Ms. Sitherwood will relinquish her title as President and Chief Executive Officer of the Company on October 1, 2023. She will continue with the Company in the role of Senior Advisor until her retirement on January 1, 2024. Ms. Sitherwood's compensation will not be changed during this period. She will also remain on the Company's Board of Directors until January 1, 2024.