Kiniksa Pharmaceuticals International, plc

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long-term equity incentive plans, including the 2018 Plan and 2018 ESPP. For our executive officers, who set and lead our future strategic direction, we ensure that a significant portion of their target total direct compensation opportunity is delivered in the form of long-term equity awards to maintain alignment between their interests and those of our shareholders. To further align the interests of our executive officers and our shareholders, we introduced PSUs as part of our executive compensation program in 2024, which includes total shareholder return as one of the performance measures.

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Ensuring Competitive Pay Practices. Our executive compensation program is designed to be competitive with our compensation peer group and industry. As a US-centered business with senior executives based in the US, our executive compensation program reflects compensation practices in the United States, which we believe helps us compete effectively in our primary market for talent. We assess our executive compensation program using competitive market analysis with data drawn from a peer group of biopharmaceutical companies selected after considering various factors, including market capitalization, revenue, lead indications, pipeline size and geographic location, which we believe to be representative of the companies with which we compete for talent as well as the broader biopharmaceutical industry.

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Mitigates Undue Risk. Our equity mix is balanced towards long-term equity incentive awards, including the introduction of PSUs in 2024 that are earned and vest upon the achievement of multi-year corporate performance objectives and relative total shareholder return. This helps to ensure that our senior management team avoids unnecessary short-term risk taking and instead considers our Company’s long-term success.

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Components of our Executive Compensation Program

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Our executive compensation program is comprised of the following primary elements:

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Base Salary;

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Annual Cash Incentive Compensation; and

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Equity Incentive Awards.

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In addition, our named executive officers are entitled to participate in our retirement savings plan and receive benefits on similar terms as our similarly situated employees.

Each element of our executive compensation program has a different purpose and key characteristics, which, when combined, fulfills the objectives set forth above under the heading “Executive Compensation Philosophy and Strategy”. Details regarding each element of our executive compensation program are set forth below under each relevant sub-section.

Pay Mix

The Compensation Committee does not have any formal policies regarding the mix of compensation elements for our named executive officers. The given ratio of compensation elements may vary from year-to-year.

The Company’s executive compensation program reflects a mix of fixed and variable compensation, with a significant portion of named executive officers’ total compensation being delivered in the form of “at-risk” long-term equity awards to maintain alignment between our named executive officers’ interests and those of our shareholders and to incentivize performance. The pay mix of our CEO, and the averages for the pay elements of our non-CEO NEOs, in each case as it relates to 2024, is presented below. Equity incentive values represent grant date fair value of awards, assuming target performance in the case of PSUs, and annual cash bonuses represent annual cash bonuses actually received.

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Base Salary

Base salary is intended to provide a fixed component of remuneration reflecting our executive officers’ skill sets, experience, roles and responsibilities. The base salary for our executive officers has generally been set at levels deemed necessary to attract and retain such individuals.

The Compensation Committee reviews and approves, or recommends to the Board for approval, the base salary of our executive officers each year. As part of its review, the Compensation Committee reviews the Company’s corporate goals and objectives relevant to our executive officers’ compensation and evaluates the individual performance of our executive officers in light of such goals and objectives. The Compensation Committee additionally consults prevailing market practice among the Company’s compensation peer group (as discussed further below under the heading “Compensation Peer Group”) and within the Company’s industry with respect to compensation matters. The Compensation Committee retains discretion to adjust the base salary of our executive officers as necessary to attract and retain such individuals, or in conjunction with any changes to job responsibilities or to reflect experience within their respective roles.

Changes in the 2024 base salaries for our named executive officers as compared to 2023 are discussed under the heading entitled “2024 Executive Compensation of Our Named Executive Officers.”

Annual Cash Incentive Compensation

We offer our executive officers the opportunity to earn an annual performance bonus to compensate them for attaining short-term company goals as approved by our Compensation Committee and/or Board relating to our overall business and strategy and for such officers’ individual performances. The annual performance bonus is paid entirely in cash.

Our executive officers are eligible to earn an annual cash bonus at a specified target bonus opportunity, as applicable to each executive officer and as set by the Compensation Committee, with the actual bonus paid determined by the Compensation Committee based on achievement of corporate and individual performance targets. The Compensation Committee annually reviews target bonuses for our executive officers and approves adjustments, as necessary, to ensure such target bonuses are competitive as compared to the Company’s compensation peer group.

Annual corporate goals are initially proposed by management and then reviewed by the Compensation Committee and the Board, with performance against such objectives assessed at the end of the year. Corporate goals are weighted by the Compensation Committee in proportion to their degree of importance. Based upon the Company’s performance against such goals, the Compensation Committee will make a decision as to our executive officers’ bonus payouts. In approving the Company’s corporate goals each year, the Compensation Committee strives to ensure that the goals:

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are reasonably achievable with strong performance by the Company;

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are tailored to the Company’s position, needs, and strategy for a given year, though recurring goals include those related to commercial and clinical performance;

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address both the near-term performance of our business, and the actions needed to create and sustain a solid foundation for long-term growth; and

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do not encourage inappropriate risk-taking.

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In 2024, the Compensation Committee reviewed the performance of the Company’s executive officers against the corporate goals established for the year. Details of such analysis are provided under the heading “2024 Annual Cash Incentive Compensation and Performance Goals”.

Equity Incentive Awards

Equity awards align the interests of our executive officers with long-term shareholder interests and help us to attract and retain employees.

Long-term equity incentive awards are granted to our employees, including our executive officers, in connection with their hiring and have historically been granted on a biannual basis thereafter in accordance with the terms of the 2018 Plan. Biannual grants for our executive officers include share options, RSUs and, beginning in 2024, PSUs.

Share options granted to the Company’s executive officers generally vest and become exercisable as to 25% of the shares underlying the option on the first anniversary of the date of grant and in 36 equal monthly installments thereafter, generally subject to the applicable officer’s continued service to the Company. RSUs granted to the executive officers generally vest as to 25% of the RSUs on each of the first, second, third and fourth anniversaries of the date of grant, generally subject to the applicable officer’s continued service to the Company. PSUs granted to the executive officers vest after three years with the shares issuable thereto determined based upon performance metrics selected by the Compensation Committee at the time of grant. In 2024, the Company granted PSUs to its executive officers with metrics relating to ARCALYST revenue and relative total shareholder return.

In addition, the Company maintains the 2018 ESPP, which the executive officers are eligible to participate in on the same terms as other employees.

Retirement Savings Plan

We believe our retirement savings plan enhances the overall desirability of our remuneration package for our executive officers and further incentivizes them by providing a vehicle for tax-deferred retirement savings.

Our employees, including our executive officers, based in the United States are eligible to join a 401(k) retirement savings plan. Participating employees are eligible to receive a Company match consisting of (a) 100% of the first 3% of salary contributed, plus (b) 50% of the next 2% of salary contributed.

The maximum contribution under the Company’s 401(k) retirement savings plan is 4% of an employee’s cash remuneration, subject to statutory limitations on 401(k) plan contributions.

Benefits

We provide market competitive, yet cost-effective employment benefits to our employees, including our executive officers, in order to enhance the overall desirability of our compensation packages and provide for employee welfare.

Our employees, including our executive officers, are eligible to participate in our health and welfare plans, including medical, dental, and vison benefits, a healthcare flexible spending account, a dependent care flexible spending account, short-term and long-term disability insurance and life insurance to the same extent as our other full-time employees generally, subject to the terms and eligibility requirements of those plans.