Business Context and Reporting Period
This Form 8-K filing by Spire Inc. (NYSE: SR) reports on corporate governance changes effective January 1, 2025. The report was filed on November 14, 2024, with the earliest event reported on that same date. The filing details the appointment of new executive officers and the retirement of the current Chief Financial Officer.
Key Financial Metrics
This filing does not contain operational financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change is the leadership transition within the finance department:
- Appointments: Adam W. Woodard is appointed Executive Vice President and Chief Financial Officer (CFO). Timothy W. Krick is appointed Vice President and Chief Accounting Officer (CAO).
- Retirement: Steven P. Rasche, current EVP and CFO/CAO, will retire on April 1, 2025. He will serve as Senior Adviser from January 1, 2025, until his retirement.
- Effective Date: All changes take effect on January 1, 2025.
Compensation and Management Commentary
The filing outlines the compensatory arrangements for the incoming officers, effective upon their appointment:
Adam W. Woodard (New CFO)
- Base Salary: $401,805 annually.
- Cash Bonus: Target 75% of base salary; capped at 112.5%.
- Equity Grant: $400,000 fair market value (granted Nov 22, 2024).
- 75% Performance-contingent stock units (vesting Nov 22, 2027).
- 25% Restricted stock (vesting Nov 22, 2027).
- Benefits: Eligible for Executive Severance Plan and standard employee benefits.
Timothy W. Krick (New CAO)
- Base Salary: $296,852 annually.
- Cash Bonus: Target 35% of base salary; capped at 52.5%.
- Equity Grant: $150,000 fair market value (granted Nov 22, 2024).
- 75% Performance-contingent stock units (vesting Nov 22, 2027).
- 25% Restricted stock (vesting Nov 22, 2027).
- Benefits: Eligible for Executive Severance Plan and standard employee benefits.
Background: Mr. Woodard has been with Spire since 2018 (VP/Treasurer) and previously worked 21 years in investment banking. Mr. Krick has been with Spire since 2014 (VP/Controller) and previously worked 14 years at Sigma Aldrich.
Investor Verification Checklist
- Verify the transition timeline for Steven P. Rasche's role as Senior Adviser between January 1 and April 1, 2025.
- Review the specific performance metrics attached to the 75% performance-contingent stock units for Woodard and Krick, as these are not detailed in this filing.
- Confirm the terms of the Executive Severance Plan referenced in the December 13, 2023 proxy statement.
- Monitor future filings for the official departure of Mr. Rasche on April 1, 2025.