Kiniksa Pharmaceuticals : 2023 Proxy Statement

Kiniksa Pharmaceuticals, Ltd.

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PROXY

STATEMENT

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Annual Meeting of Shareholders

June 6, 2023,

8:00 a.m. Atlantic Time (7:00 a.m. Eastern Time)

KINIKSA PHARMACEUTICALS, LTD. CLARENDON HOUSE

2 CHURCH STREET HAMILTON HM11, BERMUDA

April 27, 2023

To Our Shareholders:

You are cordially invited to attend the 2023 Annual Meeting of Shareholders (the "Annual Meeting") of Kiniksa Pharmaceuticals, Ltd. to be held on Tuesday, June 6, 2023 at 8:00 a.m. Atlantic Time (7:00 a.m. Eastern Time), at The Loren at Pink Beach, 116 South Road, Tucker's Town, HS 01, Bermuda.

The Notice of Annual Meeting and proxy statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the heading "Who Can Attend the Annual Meeting of Shareholders?" in the proxy statement for more information about how to attend the meeting in person.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. I urge you to promptly vote and submit your proxy by phone, the Internet, or, if you received paper copies of our proxy materials and a proxy card, by signing, dating and mailing the proxy card in the return envelope provided therewith. If you have received our Notice of Internet Availability of Proxy Materials, the instructions regarding how you can vote are in that notice. If you have received a proxy card, then instructions regarding how you can vote are on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

Thank you for your support.

Sincerely,

Sanj K. Patel

Chief Executive Officer and Chairman of the Board

Table of Contents
Notice of Annual Meeting of Shareholders
Proxy Statement Summary	1
Proxy Statement	3
Proposals	3
Recommendations of the Board	4
Information About This Proxy Statement	4
Questions and Answers about the Annual Meeting of Shareholders	5
Proposals to be Voted On	9
Proposal 1: Election of Directors	9
Proposal 2: Appointment of Auditor, Delegation to our Board of Directors, through our
Audit Committee, of the Authority to set the Auditor's Remuneration, and
Ratification of the Appointment of Independent Registered Public Accounting
Firm	13
Proposal 3: Advisory Vote on Executive Compensation	14
Report of the Audit Committee of the Board of Directors	16
Independent Registered Public Accounting Firm Fees and Other Matters	17
Corporate Governance	18
General	18
Board Composition	18
Board Diversity	18
Director Independence	19
Director Candidates	19
Communications from Shareholders	20
Board Leadership Structure	20
Board Role in Risk Oversight	21
Board Evaluation	22
Code of Ethics	22
Insider Trading Compliance Policy	22
Attendance by Members of the Board of Directors at Meetings	22
Committees of the Board	23
Audit Committee	23
Compensation Committee	24
Nominating and Corporate Governance Committee	25
Science and Research Committee	25
Executive Officers	26
Executive and Director Compensation	28
Executive Compensation	28
2022 Summary Compensation Table	28
Narrative Disclosure to Summary Compensation Table	28
Outstanding Equity Awards at 2022 Fiscal Year End	32

Table of Contents continued
Employment Agreements	33
Pay Versus Performance Table (2021-2022)	36
Director Compensation	39
2022 Director Compensation Table	41
Equity Compensation Plan Information	42
Security Ownership of Certain Beneficial Owners and Management	43
Certain Relationships	46
Other Matters	48
Shareholders' Proposals	48
Other Matters to be Presented at the Annual Meeting	48
Solicitation of Proxies	49
Kiniksa's Annual Report on Form 10-K	49

Notice of Annual Meeting of Shareholders

To be held Tuesday, June 6, 2023

KINIKSA PHARMACEUTICALS, LTD. CLARENDON HOUSE

2 CHURCH STREET HAMILTON HM11, BERMUDA

This year's Annual Meeting of Shareholders (the "Annual Meeting") of Kiniksa Pharmaceuticals, Ltd. will be held on Tuesday, June 6, 2023 at 8:00 a.m. Atlantic Time (7:00 a.m. Eastern Time), at The Loren at Pink Beach, 116 South Road, Tucker's Town, HS 01, Bermuda., for the following purposes:

• To elect Stephen R. Biggar, G. Bradley Cole and Barry D. Quart as Class II Directors to serve until the 2026 Annual Meeting of Shareholders, and until their respective successors have been duly elected and qualified.

• To approve the appointment of PricewaterhouseCoopers LLP ("PwC") as our auditor until the close of our next Annual Meeting of Shareholders, to delegate to our Board of Directors, through our Audit Committee, the authority to set the auditor's remuneration for such period, and to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

• To approve, on an advisory (non-binding) basis, the compensation of our named executive officers.

• To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

Holders of record of our Class A common shares and Class B common shares as of the close of business on April 10, 2023 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement, or adjournment of the Annual Meeting. A complete list of these shareholders will be open to examination during normal business hours at our registered offices located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares and submit your proxy via the toll-free telephone number or over the Internet, as described in the materials you received. If you received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the return envelope provided therewith. Promptly voting your shares and submitting your proxy will help ensure the presence of a quorum at the Annual Meeting and save us the expense of further solicitation. Voting your shares and submitting your proxy now will not prevent you from voting your shares at the Annual Meeting.

By Order of the Board of Directors,

Madelyn Zeylikman

Secretary

Hamilton, Bermuda

April 27, 2023