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Proposal 1: Election of Directors

Board Snapshot

TENURE	AGE	DIVERSITY	INDEPENDENCE

Qualifications and Attributes

Shareholder Engagement

In 2022, our shareholder engagement included participation in multiple investor conferences and numerous individual investor meetings and calls on a variety of topics, such as our commercial performance, the Company’s strategy, our financial position and pipeline, government opportunities and our governance initiatives.

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Proposal 1: Election of Directors

Nominees for Election for A Three-Year Term Expiring at the 2026 Annual Meeting

MINNIE V. BAYLOR-HENRY, 75

President B-Henry & Associates Director Since: June 2021 Committee Membership: Audit Committee

Minnie V. Baylor-Henry has served on our Board since June 2021. Ms. Baylor-Henry has served as the President of DirectorsB-Henry & Associates, a consulting firm focused on March 2, 2016. providing regulatory and compliance strategy services to life sciences companies, since 2015. Prior to assuming her current role, she was the Worldwide Vice-President for Regulatory Affairs for Johnson & Johnson’s (J&J) Medical Devices & Diagnostics business from 2011 to 2015. Before returning to J&J in 2011, Ms. Baylor-Henry was a National Director for Regulatory & Capital Markets Consulting at Deloitte & Touche, with a successful practice that focused on regulatory life sciences. From 1999-2008, she worked in many executive leadership roles at J&J in the Pharmaceutical and Consumer businesses, including serving as J&J’s Vice President for Medical & Regulatory Affairs for the over-the-counter drugs business. Prior to joining J&J, Ms. Baylor-Henry worked for the U.S. Food & Drug Administration (FDA). During her career at FDA, she served in many roles, most notably, FDA’s National Health Fraud Coordinator and, within the Center for Drugs, as the Director of the Division of Drug Marketing, Advertising, and Communications. Ms. Baylor-Henry previously served as the Board Chair for the Food and Drug Law Institute (FDLI) and was a member of the board of Flame Biosciences. Additionally, she served as the President and Chair of the board for the Drug Information Association (DIA), where she is currently serving as a Fellow. Ms. Baylor-Henry is a Trustee for Howard University, as well as the Chair of the Board of Visitors for Howard University’s College of Pharmacy. In addition, she is an independent director for scPharmaceuticals, Apyx Medical, Lantheus Holdings, Inc. and PolarityTE, all publicly traded companies. Ms. Baylor-Henry is a member of the board of directors for several not-for-profit companies, including The Partnership, Mass Eye & Ear Hospital, and Dress for Success Boston. Ms. Baylor-Henry received her Pharmacy degree from Howard University’s College of Pharmacy and her law degree from Catholic University’s Columbus School of Law. We believe that Ms. Baylor-Henry’s qualifications to sit on the Board include her broad experiences in executive and leadership roles in the pharmaceuticals industry, FDA and regulatory professional associations.

MICHAEL F. BIGHAM, 65

Executive Chairman of the Board Paratek Pharmaceuticals, Inc. Director Since: October 2014

Michael F. Bigham has been our Executive Chairman of the Board since June 2019. Prior to that, he was Chief Executive Officer and Chairman of our Board from 2014 to June 2019. Mr. Bigham has more than 25 years of senior leadership experience in the biopharmaceutical industry. From January 2003 to November 2015, he was a general partner at Abingworth LLP, a leading international investment group dedicated to life sciences and healthcare. From November 2015 to December 2018, he served as part-time Executive Partner at Abingworth LLP. He currently serves as a member of the board of directors of Frazier LifeSciences Acquisition Corporation. Mr. Bigham has previously served on the boards of Adamas Pharmaceuticals, Inc., Avila Therapeutics (where he was also the founding Chairman and Chief Executive Officer), Inmediata, Magellan Biosciences, Portola Pharmaceuticals, Inc., Supernus Pharmaceuticals, Avedro and Valeritas. He was formerly Vice Chairman of Corixa Corporation, a publicly traded biotechnology company, and was President and Chief Executive of Coulter Pharmaceuticals, a publicly traded oncology company, until it merged into Corixa Corporation. Previously, he was an early employee at Gilead Sciences where he served in various capacities, including Executive Vice President of Operations and Chief Financial Officer. Before joining Gilead Sciences, Mr. Bigham was a Partner at Hambrecht & Quist where he became Co-Head of Healthcare Investment Banking. Mr. Bigham received his B.S. from the University of Virginia and qualified as a C.P.A. before completing his M.B.A. at Stanford University. We believe that Mr. Bigham’s qualifications to sit on the Board include his more than 30 years’ experience in leadership and management positions with various biopharmaceutical, life sciences and healthcare companies.

"C" indicates chairTable of Contents

Proposal 1: Election of Directors

ROBERT S. RADIE, 59

Chairman of the Board and Chief Executive Officer Neuraptive Therapeutics, Inc. Director Since: October 2014 Committee Membership: Compensation Committee, Nominating and Corporate Governance Committee (Chair)

Robert S. Radie has served on our Board since October 2014. Mr. Radie joined Neuraptive Therapeutics, Inc. in June 2020 as Chairman of the board and Chief Executive Officer. Previously he served as President, Chief Executive Officer and director of Zyla Life Sciences (formerly Egalet Corporation) from March 2012 to October 2019. From November 2010 to October 2011, Mr. Radie served as President and Chief Executive Officer of Topaz Pharmaceuticals Inc., a specialty pharmaceutical company acquired by Sanofi Pasteur in 2011. From March 2009 to November 2010, Mr. Radie served as President and Chief Executive Officer of Transmolecular, Inc., a biotechnology company developing cancer diagnostic and treatment products, after serving as a consultant to Transmolecular from December 2008 through March 2009. From September 2007 to September 2008, Mr. Radie served as the Chief Business Officer of Prestwick Pharmaceuticals, Inc., a specialty pharmaceutical company. Before joining Prestwick Pharmaceuticals, Mr. Radie served in senior management positions with a number of pharmaceutical and biotechnology companies, including Morphotek, Inc., Vicuron Pharmaceuticals, Inc. and Eli Lilly and Company. He currently serves as Chairman of the board of directors of Rockwell Medical, Inc., a biopharmaceutical company, Horse Power For Life, a non-profit organization dedicated to improving the quality of life for individuals diagnosed with cancer since 2007, and ValSource, an employee owned company in the healthcare space since 2020. Mr. Radie formerly served as a director of Affinium Pharmaceuticals, Ltd., a specialty pharmaceutical company, from July 2012 to March 2014, Veloxis Pharmaceuticals AS, a public commercial stage company from June 2016 until its acquisition in February 2020, and the industry advocacy group LifeScience Pennsylvania from 2015 to 2021. Mr. Radie received his B.S. in chemistry from Boston College. We believe Mr. Radie’s qualifications to sit on the Board include his experience in management positions with biopharmaceutical companies, including publicly traded companies.

Directors Continuing in Office until the committee.

The following is a brief biography of each nominee and each director whose term will continue after the2025 Annual Meeting.Meeting

NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2019 ANNUAL MEETING

Thomas J. Dietz, Ph.D.

THOMAS J. DIETZ, PH.D., 59

Chairman and Chief Executive Officer Waypoint Holdings, LLC Director Since: October 2014 Committee Membership: Audit Committee (Chair), Compensation Committee

Thomas J. Dietz, Ph.D. has served on our Board of Directors since October 2014. Dr. Dietz has been Chairman and Chief Executive Officer of Waypoint Holdings, LLC, a diversified financial holdings and services company, since December 2010. Dr. Dietz was previously co-Chief Executive Officer and then Chief Executive Officer and a director of Pacific Growth Equities, LLC, an investment bank and institutional brokerage firm, from 2004 to January 2009, when the firm was acquired by Wedbush Securities, or Wedbush, a financial services firm. Dr. Dietz subsequently served as head of the investment banking division at Wedbush until November 2010. Dr. Dietz joined Pacific Growth in 1993 and served in various roles, including senior roles in equities research and investment banking, prior to taking the Chief Executive Officer role there. Dr. Dietz currently serves as Chairman on the board of directors of Eiger BioPharmaceuticals, Inc. and as a director of Leap Therapeutics, Inc. in addition to several private companies. He previously served on the board of Transcept Pharmaceuticals, Inc. from April 2013 until its merger with Paratek on October 30, 2014. Previously, Dr. Dietz was a member of the research faculty in the Department of Medicine, University of California, San Francisco and the VA Medical Center. Dr. Dietz holds a Ph.D. in molecular biology and biochemistry from Washington University in St. Louis. We believe Dr. Dietz’s qualifications to sit on the Board include his medical and research backgrounds and extensive experience in the financial services industry.

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Proposal 1: Election of Directors

TIMOTHY R. FRANSON, M.D., 71

Principal Faegre Drinker Consulting in the Health and FDA Practice sectors Director Since: July 2015 Committee Membership: Compensation Committee, Nominating and Corporate Governance Committee

Timothy R. Franson, M.D. has served on our Board since July 2015. Currently he is a Principal in Faegre Drinker Consulting in the Health and FDA Practice sectors. From April 2014 to July 2019, Dr. Franson served as the Chief Medical Officer for YourEncore, a consultancy that helps global life sciences and consumer health companies accelerate new product pipelines and bring safer, more effective products to consumers. Until 2008, Dr. Franson was Vice President of Global Regulatory Affairs at Lilly Research Laboratories (Eli Lilly and Company). Dr. Franson has been directly involved in dozens of successful major regulatory approvals, and he has extensive clinical and regulatory experience in all pre- and post-approval phases of pharmaceutical development. He has co-chaired working groups for several industry initiatives, including the joint Food and Drug Administration (FDA), industry working group addressing clinical aspects of the FDA Modernization Act of 1997. Dr. Franson served as the President of the US Pharmacopeia Convention (USP), which establishes drug quality standards enforced by regulators such as FDA, from 2010 to 2015, and served on the organization’s Board of Trustees as immediate Past President until 2020. In addition, Dr. Franson serves as a member of the board of directors for Cidara Therapeutics, Inc. From 2016 to 2021, Dr. Franson served as Chair of the board of directors for the Critical Path Institute, which collaborates with FDA and industry in innovation advances, and remains on that board as Immediate Past Chair. He also served on the board of directors for Myrexis, Inc. (formerly Myriad Pharmaceuticals, Inc.) from 2010 to 2013. Dr. Franson received his medical degree from the University of Illinois College of Medicine and is Board certified in Internal Medicine and Infectious Disease. We believe Dr. Franson’s qualifications to sit on the Board include his extensive clinical and regulatory experience in all pre- and post-approval phases of pharmaceutical development (small and large molecule) relating to interactions with the FDA for policy and product issues, as well as interactions with global regulators.

EVAN LOH, M.D., 64

Chief Executive Officer Paratek Pharmaceuticals, Inc. Director Since: October 2014

Evan Loh, M.D. has been our Chief Executive Officer since June 2019. Prior to that, Dr. Loh served in various roles including President, Chief Operating Officer, and Chief Medical Officer from 2014 until June 2019. Dr. Loh has been a member of our Board since 2014. Prior to the merger with Transcept Pharmaceuticals, Inc. Dr. Loh had served as Chairman of our Board and Chief Medical Officer. Previously, Dr. Loh served as Senior Vice President, Development and Strategic Operations, Worldwide Research and Development, at Pfizer. While at Pfizer Inc., or Pfizer, Dr. Loh’s responsibilities included scientific, operational, and strategic drug development oversight for all R&D pre-proof of concept development phase programs and leading global portfolio prioritization. Dr. Loh joined Pfizer from Wyeth Pharmaceuticals, Inc., or Wyeth where he was Vice President, Multiple Therapeutic Areas where he was responsible for global development strategy and clinical operational deliverables. At Wyeth, he led multiple successful global registration programs, including for Torisel and Tygacil. He currently serves on the board of directors of Eiger Biopharmaceuticals, Inc. and Windtree Pharmaceuticals, Inc. Dr. Loh served as Chairman of the Antimicrobials Working Group, an industry leading coalition of biotech companies focused on antimicrobial development from 2019 to 2021, and currently serves on its Executive Committee. Dr. Loh served as a director on the board of Nivalis Therapeutics, Inc. from 2012 until the completion of its sale to Alpine Immunotherapeutics in 2017. Dr. Loh served as a faculty member at both Harvard Medical School and the University of Pennsylvania School of Medicine. Dr. Loh received his A.B. from Harvard College and his M.D. from Harvard Medical School. He completed his Internal Medicine and Cardiovascular fellowship training at Brigham and Women’s Hospital. We believe that Dr. Loh’s qualifications to sit on the Board include his more than 15 years’ experience in senior executive management roles with large, international pharmaceutical companies.

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Proposal 1: Election of Directors

Directors Continuing in Office until the 2024 Annual Meeting

ROLF K. HOFFMANN, 63

Former Senior Vice President, International Commercial Operations and Senior Vice President, U.S. Commercial Operations Amgen, Inc. Director Since: April 2018 Committee Membership: Nominating and Corporate Governance Committee

Rolf K. Hoffmann has served on our Board since April 2018. Previously Mr. Hoffmann spent 12 years at Amgen, Inc., or Amgen, including as Senior Vice President, International Commercial Operations and Senior Vice President, U.S. Commercial Operations. Mr. Hoffmann joined Amgen from Eli Lilly & Company, or Lilly, where he worked for 17 years in a variety of sales and marketing and executive management positions. His sales and marketing positions at Lilly included product manager for Prozac(R) and national sales manager for Lilly’s Central Nervous System franchise. He held positions at Lilly as Area Director of Latin America, General Manager South, Subsahara Africa and General Manager of Germany. Mr. Hoffmann currently serves as a director of Genmab A/S. He served as a Member of Supervisory Board at Stada Arzneimittel AG from August 2016 to September 2017. Mr. Hoffmann received a Master’s degree in English from the University of Koeln, Master in Kinesiology from the Deutsche Sporthoschschule, also in Koeln, Germany and a Master’s degree in Business Administration from the University of North Carolina’s Kenan-Flagler Business School in 1987. We believe Mr. Hoffmann’s qualifications to sit on the Board include his wealth of international management experience gained over 30 years in the pharmaceutical industry.

KRISTINE PETERSON, 63

Former Chief Executive Officer Valeritas, Inc. Director Since: March 2016 Committee Membership: Audit Committee, Nominating and Corporate Governance Committee

Kristine Peterson has served on our Board since March 2016. In her previous role as Chief Executive Officer at Valeritas, Inc., from June 2009 to February 2016, she evolved the organization from an early-stage company to a fully commercial operation, following the U.S. and EU approvals of its drug-device in type-2 diabetes. Ms. Peterson has more than 30 years of industry experience, including as Company Group Chair of Johnson & Johnson’s, or J&J, biotech groups. In that role, she was responsible for research, development, manufacturing, and commercialization of oncology, immunology, and other biotechnology therapeutics for J&J. Previously, she was Executive Vice President for J&J’s global strategic marketing organization. Prior to J&J, she was Senior Vice President, Commercial Operations for Biovail Corporation and President for Biovail Pharmaceuticals. Earlier, Ms. Peterson spent 20 years with Bristol-Myers Squibb where she held assignments of increasing responsibility in marketing, sales, and general management, including running the cardiovascular/metabolics business unit and the generics division. Ms. Peterson currently serves as a member of the boards of Enanta Pharmaceuticals, Inc., Immunocore Holdings plc and ImmunoGen, Inc. and was previously an advisor to the Healthcare Businesswoman’s Association. She has a B.S. and an M.B.A. from the University of Illinois at Champaign-Urbana. We believe Ms. Peterson’s qualifications to sit on the Board include her strong background in pharmaceutical industry leadership and market development.

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Proposal 1: Election of Directors

JEFFREY STEIN, PH.D., 68

President, Chief Executive Officer and Director Cidara Therapeutics, Inc. Director Since: October 2014 Lead Independent Director Since: December 2022 Committee Membership: Audit Committee, Compensation Committee (Chair)

Jeffrey Stein, Ph.D. has served on our Board since October 2014 and was appointed as our Lead Independent Director in December 2022. Dr. Stein has been the President, Chief Executive Officer and Director of Cidara Therapeutics, Inc., or Cidara, since 2014. Prior to joining Cidara, Dr. Stein was Chief Executive Officer of Trius Therapeutics, Inc. from its founding in 2007 until its acquisition by Cubist Pharmaceuticals in September 2013. Dr. Stein is also founding Chairman and President of the Antibiotics Working Group, an industry leading 501(c)(6) organization. In addition to serving on the boards of Cidara and Paratek, Dr. Stein is currently a director of Ideaya Biosciences, Inc. and serves on the board of managers of Life Science Cares, San Diego. Previously, Dr. Stein was a Venture Partner and Kauffman Fellow with Sofinnova Ventures and opened the firm’s San Diego office in 2005. Prior to joining Sofinnova Ventures, Dr. Stein was co-founder and Chief Scientific Officer of Quorex Pharmaceuticals, Inc. which was acquired by Pfizer Pharmaceuticals in 2005. He has also served as a Principal Scientist with Diversa Corporation and the Agouron Institute. Dr. Stein conducted his postdoctoral research as an Alexander Hollaender Distinguished Postdoctoral Fellow at the California Institute of Technology and his graduate work as a NASA Graduate Student Researcher Fellow at the University of California, San Diego. We believe Dr. Stein’s qualifications to sit on the Board include his prior executive management roles at multiple biopharmaceutical companies, including a focus on development of antibacterials, his medical and research backgrounds, and experience in the healthcare financing industry.

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Corporate Governance

Corporate Governance Highlights

Paratek maintains strong corporate governance practices. Good governance promotes the long-term interests of our shareholders, strengthens Board and management accountability, and improves our standing as a trusted member of the communities we serve.

SHAREHOLDER RIGHTS AND ACCOUNTABILITY

■Plurality voting to elect Directors

■Robust shareholder engagement

BOARD AND COMMITTEE OVERSIGHT

■Corporate strategy

■Human capital management, diversity, and inclusion

■Risk assessment and risk management

■Cybersecurity and governance matters

LEAD DIRECTOR AND INDEPENDENCE

■Lead Independent Director appointed in December 2022

■All non-employee Directors are independent

■All Board Committee members are independent

BOARD PRACTICES

■Annual Board and Committee evaluations

■Director orientation

■Continuing Director supplemental education on key topics and issues

■Code of Conduct and Business Ethics applicable to Directors

PAY-FOR-PERFORMANCE

■Executive compensation program links pay and performance

■Significant percentage of total target compensation is “at-risk” through short-term and long-term incentive awards

■Compensation Committee reviews our corporate goals and our goals setting process to ensure goal targets are rigorous, yet attainable, thereby incentivizing performance

■Compensation Committee constructs our compensation programs to align performance goals and target achievement levels with our overall corporate strategy and objectives

ROBUST STOCK OWNERSHIP REQUIREMENTS

■Executive officers, including our Chief Executive Officer, our other named executive officers, and our Directors are subject to robust stock ownership requirements, under our Stock Ownership Guidelines

■Executive Chairman and Chief Executive Officer: 4x base salary

■President: 3x base salary

■Non-employee Directors: 3x amount of annual cash retainer

Director Selection Process; Commitment to Diversity

In recruiting and selecting Board candidates, the Nominating and Governance Committee, or Governance Committee, considers the size, skill set and diversity of the Board. The Governance Committee also considers a wide range of additional factors, including other positions the director or candidate holds, such as other boards of directors on which he or she serves; the independence of each director and candidate; and the Company's current and future business needs. The Governance Committee believes that directors should be selected so that the Board maintains a diverse composition, reflecting gender, age, race, ethnicity, background, professional experience, and viewpoints. Pursuant to its charter, the Governance Committee is responsible for considering a diverse pool of candidates to fill positions on the Board. On an ongoing basis, the Governance Committee considers potential director candidates identified on its own initiative, as well as candidates referred or recommended to it by other directors, members of management, search firms, and shareholders.

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Corporate Governance

Board Diversity Matrix (as of May 26, 2023)

Total Number of Directors 9

	FEMALE	MALE	NON- BINARY	DID NOT DISCLOSE GENDER	of Directors with Gender or Demographic Diversity
PART I: GENDER IDENTITY
Directors	2	7	0	0
PART II: DEMOGRAPHIC BACKGROUND
African American or Black	1	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian American	0	2	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	1	5	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0	0	0	0
Did Not Disclose Demographic Background	0	0	0	0

Shareholder Nominations

The Governance Committee will consider director candidates recommended by shareholders. The Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a shareholder. Any shareholder who wishes to recommend individuals for consideration by the Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Governance Committee at the following address 75 Park Plaza, 3rd Floor, Boston, MA 02116. Submissions must include the full name of the proposed nominee, a description of the proposed nominee's business experience for at least the previous five years, complete biographical information, a description of the proposed nominee's qualifications as a director and a representation that the nominating shareholder is a beneficial or record holder of our stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

Board’s Risk Oversight Function, Independence, Leadership Structure

Lead Independent Director

The Lead Independent Director is elected by the independent directors. Service for the Lead Independent Director position is a two-year term. The Lead Independent Director has the following responsibilities:

■Serves as a valued resource to the Executive Chairman and Chief Executive Officer.

■Presides at all meetings of the independent directors, including executive sessions, and takes the lead role in communicating to the Executive Chairman and CEO any feedback, as appropriate.

■Assists in recruitment of Waypoint Holdings, LLC, a diversified financial holdingsboard candidates, active involvement in board evaluations, establishment of board committee membership and services company, since December 2010. Dr. Dietz was previously co-CEOchairs, and thenin evaluation of the CEO.

■Assists the Executive Chairman in providing board performance feedback to the Executive Chairman, CEO and a directorthe full Board.

■Communicates with the independent directors between meetings when appropriate.

■Assists the Executive Chairman in recommending consultants and outside advisors to the Board as necessary or appropriate.

■Serves as interim chairman in the event of Pacific Growth Equities, LLC, an investment bank and institutional brokerage firm, from 2004unforeseen vacancy.

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Corporate Governance

In connection with Dr. Loh has servedStein’s appointment as a faculty member at both Harvard Medical School andLead Independent Director, the University of Pennsylvania School of Medicine. Dr. Loh receivedBoard considered his A.B. from Harvard College anddemonstrated leadership during his M.D. from Harvard Medical School. He completed his Internal Medicine and Cardiovascular fellowship training at Brigham and Women’s Hospital.

We believe that Dr. Loh possesses specific attributes that qualify him to servetenure as a member of the Board and his leadership during his tenure as chair of Directors, including more than 15 yearsthe Compensation Committee and believes his ability to act as a strong Lead Independent Director provides balance in Paratek’s leadership structure and is in the best interest of experience in senior executive management roles with large, international pharmaceutical companies.the Company and its shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

A VOTE “FOR” EACH DIRECTOR NOMINEE.

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2017 ANNUAL MEETING

Michael F. Bigham was appointed Chief Executive Officer and ChairmanIndependence of ourThe Board of Directors in October 2014. Mr. Bigham has more than 25 years of senior leadership experience in the biopharmaceutical industry.  From January 2003 to November 2015, he was a general partner at Abingworth LLP, a leading international investment group dedicated to life sciences and healthcare. In November 2015, Mr. Bigham became part time Executive Partner at the firm.  He currently serves as a member of the board of directors of InMediata and has held several directorships, including at Avila Therapeutics (where he was also the founding Chairman and CEO), Magellan Biosciences, Portola Pharmaceuticals, Supernus Pharmaceuticals, Avedro and Valeritas. Mr. Bigham was formerly Vice Chairman of Corixa Corporation, a publicly traded biotechnology company, and was President and Chief Executive of Coulter Pharmaceuticals, a publicly-traded oncology company, until it merged into Corixa. Previously, he was an early employee at Gilead Sciences where he served in various capacities, including Executive Vice President of Operations and Chief Financial Officer. Before joining Gilead Sciences, Mr. Bigham was a Partner at Hambrecht & Quist where he became Co-Head of Healthcare Investment Banking. Mr. Bigham received his B.S. from the University of Virginia and qualified as a C.P.A. before completing his M.B.A. at Stanford University.

We believe that Mr. Bigham possesses specific attributes that qualify him to serve as a member of the Board of Directors, including his experience on the boards of and in management positions with biopharmaceutical companies, including publicly-traded companies.

Robert S. Radie has served on our Board of Directors since October 2014.  Mr. Radie has been the President and Chief Executive Officer of Egalet since March 2012. From November 2010 to October 2011, Mr. Radie served as President and Chief Executive Officer of Topaz Pharmaceuticals Inc., a specialty pharmaceutical company acquired by Sanofi Pasteur in 2011. From March 2009 to November 2010, Mr. Radie served as President and Chief Executive Officer of Transmolecular, Inc., a biotechnology company developing cancer diagnostic and treatment products, after serving as a consultant to Transmolecular, Inc. from December 2008 through March 2009. From September 2007 to September 2008, Mr. Radie served as the Chief Business Officer of Prestwick Pharmaceuticals, Inc., a specialty pharmaceutical company. Before joining Prestwick Pharmaceuticals, Mr. Radie served in senior management positions with a number of pharmaceutical and biotechnology companies, including Morphotek, Inc., Vicuron Pharmaceuticals, Inc. and Eli Lilly and Company. Mr. Radie has served as a director of Affinium Pharmaceuticals, Ltd., a specialty pharmaceutical company, since July 2012, and as a director of Horse Power For Life, a non-profit organization dedicated to improving the quality of life for individuals diagnosed with cancer, since 2007. Mr. Radie currently serves on the board of Pennsylvania Bio. Mr. Radie received his B.S. in chemistry from Boston College.

We believe Mr. Radie’s qualifications to sit on the Board of Directors include his experience in management positions with biopharmaceutical companies, including publicly-traded companies.

DIRECTORS CONTINUING IN OFFICE UNTILTHE 2018 ANNUAL MEETING

Richard J. Lim, M.B.A. has served on our Board of Directors since October 2014. Mr. Lim has served as a General Partner at Omega Funds since 2008 and has over 20 years in principal investment and strategic consulting, all within life science and healthcare. From 2002 to 2008, he was a General Partner at MVM Life Science Partners, a life science focused venture capital firm. Mr. Lim founded MVM Life Science’s U.S. investment operations. He was previously a Vice President at Saunders, Karp & Megrue, a private equity firm (now known as Apax Partners Inc), where he specialized in healthcare growth capital and leveraged transactions. Prior to Saunders, Karp & Megrue. Mr. Lim was a Manager at LEK Consulting, providing strategic advice to life science companies. He was also an associate with M&A investment bank BT Wolfensohn. He currently serves as a catalyst advisor of the Deshpande Center at the Massachusetts Institute of Technology. He received his A.B. from Harvard University and his M.B.A. from the Harvard Business School.

We believe Mr. Lim’s qualifications to sit on the Board of Directors include his experience consulting, investing in and growing biotechnology companies and extensive experience in finance, capital markets and investing. In addition, Mr. Lim has served on many boards of directors and we believe he has substantial experience regarding how boards can and should effectively oversee and manage companies, and a significant understanding of governance issues.

Kristine Peterson has served on our Board of Directors since March 2016.  In her previous role as Chief Executive Officer at Valeritas, Inc., from June 2009 to February 2016, she evolved the organization from an early stage company to a fully commercial operation, following the U.S. and EU approvals of its drug-device in type-2 diabetes. Ms. Peterson has more than 30 years of industry experience, including as Company Group Chair of Johnson & Johnson's (J&J) biotech groups. In that role, she was responsible for research, development, manufacturing, and commercialization of oncology, immunology, and other biotechnology therapeutics for J&J. Previously, she was Executive Vice President for J&J's global strategic marketing organization. Prior to J&J, she was Senior Vice President, Commercial Operations for Biovail Corporation and President for Biovail Pharmaceuticals. Earlier, she spent 20 years with Bristol-Myers Squibb where she held assignments of increasing responsibility in marketing, sales, and general management, including running the cardiovascular/metabolics business unit and the generics division. Ms. Peterson is currently a member of the boards of Amarin Corporation and ImmunoGen, Inc. and an advisor to the Healthcare Businesswoman's Association. She has a B.S. and an M.B.A. from the University of Illinois at Champaign-Urbana.

We believe Ms. Peterson’s qualifications to sit on the Board of Directors include her strong background in pharmaceutical industry leadership and market development.

Jeffrey Stein, Ph.D. has served on our Board of Directors since October 2014. Dr. Stein has been the President, Chief Executive Officer and Director of Cidara Therapeutics since 2014. Prior to joining Cidara, Dr. Stein was Chief Executive Officer of Trius Therapeutics from its founding in 2007 until its acquisition by Cubist Pharmaceuticals in September 2013. Dr. Stein is also founding Chairman and President of the Antibiotics Working Group, an industry leading 501(c)(6) organization. Previously, Dr. Stein was a Venture Partner and Kauffman Fellow with Sofinnova Ventures and opened the firm’s San Diego office in 2005. Prior to joining Sofinnova Ventures, Dr. Stein was co-founder and Chief Scientific Officer of Quorex Pharmaceuticals, which was acquired by Pfizer Pharmaceuticals in 2005. He has also served as a Principal Scientist with Diversa Corporation and the Agouron Institute. Dr. Stein conducted his postdoctoral research as an Alexander Hollaender Distinguished Postdoctoral Fellow at the California Institute of Technology and his graduate work as a NASA Graduate Student Researcher Fellow at the University of California, San Diego.

We believe Dr. Stein’s qualifications to sit on the Board of Directors include his prior executive management roles at multiple biopharmaceutical companies, including several focused on development of antibacterials, his medical and research backgrounds, and experience in the healthcare financing industry.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected CohnReznick LLP as our independent registered public accounting firm for the year ending December 31, 2016 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. CohnReznick LLP served as the independent registered public accounting firm of Old Paratek, the accounting acquiror in the Merger and has audited our financial statements beginning with the year ended December 31, 2013. Following closing of the Merger, the Audit Committee engaged CohnReznick LLP as the combined company’s independent registered public accounting firm for the year ended December 31, 2014. A representative of CohnReznick LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement should such representative desire to do so and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of CohnReznick LLP as our independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of CohnReznick LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of Paratek and our stockholders.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify the selection of CohnReznick LLP.

CURRENT PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table represents the fees for professional services earned by CohnReznick LLP for services rendered for the years ended December 31, 2014 and 2015, respectively:

Effective August 19, 2014, Old Paratek engaged CohnReznick LLP as its independent registered public accounting firm. During the year ended December 31, 2013, and the subsequent interim period through August 19, 2014, we did not, nor did anyone on our behalf, consult with CohnReznick LLP, regarding either (i) the application of accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that was an important factor considered in reaching a decision as to accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Regulation S-K 304(a)(1)(iv) and the related instructions to Regulation S-K 304, or a reportable event, as that term is defined in Regulation S-K 304(a)(1)(v).

On November 20, 2014, the Audit Committee approved the engagement of CohnReznick LLP as the combined company’s independent registered public accounting firm. During the year ended December 31, 2013, and the subsequent interim period through November 20, 2014, we did not, nor did anyone on our behalf, consult with CohnReznick LLP with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and no written report or oral advice was provided to us that CohnReznick LLP concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue or (b) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

We have furnished the foregoing disclosure to CohnReznick LLP.

OTHER AUDITORS

PricewaterhouseCoopers LLP

On April 17, 2014, PricewaterhouseCoopers LLP, or PwC, resigned as the independent registered public accounting firm of Old Paratek.

The reports of PwC on Old Paratek’s financial statements for the years ended December 31, 2010 and 2011, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report of PwC on Old Paratek’s financial statements for the year ended December 31, 2011 contained an explanatory paragraph which noted that there was substantial doubt about our ability to continue as a going concern. PwC has not audited any of our financial statements of as of any date or for any period subsequent to December 31, 2011.

During the two most recent fiscal years ended prior to PwC’s resignation, December 31, 2012 and 2013, and through April 17, 2014, (i) there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to the satisfaction of PwC, would have caused them to make reference thereto in their report on our financial statements for such years, and (ii) there were no reportable events (as defined in Regulation S-K 304(a)(1)(v)).

We have furnished the foregoing disclosure to PwC.

Mayer Hoffman McCann P.C.

On May 19, 2014, Old Paratek engaged Mayer Hoffman McCann P.C., or Mayer Hoffman, as its independent registered public accounting firm. During the years ended, December 31, 2012 and 2013, and the subsequent interim period through May 19, 2014, we did not, nor did anyone on our behalf, consult with Mayer Hoffman regarding either (i) the application of accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to us that was an important factor considered in reaching a decision as to accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Regulation S-K 304(a)(1)(iv) and the related instructions to Regulation S-K 304, or a reportable event, as that term is defined in Regulation S-K 304(a)(1)(v).

We have furnished the foregoing disclosure to Mayer Hoffman.

Ernst & Young LLP

The following table presents the fees for professional services earned by Ernst & Young LLP, Transcept’s independent registered public accounting firm, for services rendered for the year ended December 31, 2014:

Ernst & Young LLP served as the independent registered public accounting firm for the audit of the Transcept financial statements for the years ended December 31, 2013 and 2014 through the closing of the Merger. On November 12, 2014, following the closing of the Merger, the Audit Committee approved the dismissal of Ernst & Young LLP.

The reports of Ernst & Young LLP on the Transcept financial statements for each of the two years ended December 31, 2012 and 2013, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of Transcept’s financial statements for each of the two years ended December 31, 2012 and 2013, and the subsequent interim period through November 12, 2014, there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between Transcept and Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to the subject matter of the disagreement in their reports. There were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) during the fiscal years ended December 31, 2012 and 2013, and the subsequent interim periods through November 12, 2014.

We have furnished the foregoing disclosure to Ernst & Young LLP.

PRE-APPROVAL POLICIES AND PROCEDURES.

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of services other than audit services by CohnReznick LLP is compatible with maintaining their independence.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF COHNREZNICK LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

INFORMATION REGARDING THE BOARD OF DIRECTORS

AND CORPORATE GOVERNANCE

INDEPENDENCE OF THE BOARD OF DIRECTORS

As required under the NASDAQNasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. Our Board of Directors consults with our counsel to ensure that the Board’s determinations are consistent with relevant NASDAQNasdaq securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent NASDAQNasdaq listing standards, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and Paratek, our senior management and our independent auditors, theour Board has affirmatively determined that the following sixseven directors are independent directors within the meaning of the applicable NASDAQNasdaq listing standards: Ms. Baylor-Henry, Dr. Dietz, Dr. Franson, Mr. Lim,Hoffmann, Ms. Peterson, Mr. Radie and Dr. Stein, and, in making this determination, theour Board found that none of these directors or nominees for director had a material or other disqualifying relationship with Paratek.

BOARD LEADERSHIP STRUCTUREExecutive Sessions

OurNasdaq listing standards require that our independent directors meet from time-to-time in executive session. In calendar year 2022 at each regularly scheduled Board meeting, our independent directors met in regularly scheduled executive sessions with only independent directors present.

Role of Directors is currently chaired by our Chief Executive Officer, Mr. Bigham. In addition, at our current stage of the Company’s development, we believe that combining the positions of Chief Executive Officer andThe Board Chair helps to ensure that the Board and management act with a common purpose. In our view, separating the positions of Chief Executive Officer and Board Chair has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken our ability to develop and implement strategy. Instead, we believe that combining the positions of Chief Executive Officer and Board Chair provides a single, clear chain of command to execute our strategic initiatives and business plans. In addition, we believe that a combined Chief Executive Officer and Board Chair is better positioned to act as a bridge between management and the Board, facilitating the regular flow of information. We also believe that it is advantageous to have a Board Chair with an extensive history and knowledge of Paratek (as is the case with our Chief Executive Officer) as compared to a relatively less informed independent Board Chair.in Risk Oversight

ROLE OF THE BOARD IN RISK OVERSIGHT

Management is primarily responsible for managing risks that we may face in the ordinary course of operating our business. The Board actively oversees potential risks and our risk management activities through its committee work and by receiving operational and strategic presentations from management whichthat include discussions of key risks to the business. The Board is kept informed of the financial, legal, regulatory, and reputational risks inherent in our business, including implications of cybersecurity risks identified by management and our response to those risks at regular intervals.

In addition, the Board has delegated risk oversight to each of its key committees within their areas of responsibility. For example, the Audit Committee assists the Board in its risk oversight function by reviewing and discussing with management our legal risks, system of disclosure controls, the internal controls over financial reporting and risks associated with our cash investment policies. The Nominating and Corporate Governance Committee assists the Board in its risk oversight function by periodically reviewing and discussing with management important governance and associated regulatory compliance issues. The Compensation Committee assists the Board in its risk oversight function by overseeing strategies with respect to our incentive compensation programs and key employee retention issues. We believe that the Board of Directors leadership structure facilitates the division of risk management oversight responsibilities among the Board committees and enhances the Board’s efficiency in fulfilling its oversight function with respect to different business risks and risk mitigation practices.

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MEETINGS OF THE Corporate Governance

BOARD OF DIRECTORS Actively oversees potential risks and our risk management activities.
AUDIT COMMITTEE Reviews and discusses with management our legal risks, system of disclosure controls, internal controls over financial reporting, risks associated with our cash investment policies and cybersecurity oversight.		NOMINATING AND CORPORATE GOVERNANCE COMMITTEE Reviews and discusses with management important governance, ESG, diversity and associated regulatory compliance issues.		COMPENSATION COMMITTEE Oversees strategies and risk assessment with respect to our incentive compensation programs and key employee retention issues.
MANAGEMENT Primarily responsible for managing risks that we may face in the ordinary course of operating our business.
CYBERSECURITY RISK MANAGEMENT Our Board is particularly focused on cybersecurity and has delegated primary responsibility for our information systems and technology, including cybersecurity risks, to the Audit Committee. Our Board receives regular reports from management and the Audit Committee Chair on both the cybersecurity risks facing the Company and various mitigation and protective measures that are currently being implemented across the organization. Our Audit Committee receives periodic cybersecurity-related updates including incidents, responses, and emerging risks, impact, and mitigation plans from our Head of Information Technology. We are making continuous improvements designed to maintain the security and integrity of our information systems. In addition, we have procedures in place to manage the risk of an actual security breach or disruption. We review our security controls and compliance against best practices derived from industry security and compliance frameworks. We have not experienced any material information security breaches which reflects our commitment to maintaining the integrity and security of our systems and technology.

Policies and Procedures

Meetings of Our Board of Directors

Our Board held sevennine meetings during 2015.2022. Each director attended at least 75% of the aggregate number of meetings of theour Board of Directors and each committee on which he or she served (in each case, which were held during the period for which he or she was a director or member of a committee).

DIRECTOR ATTENDANCE AT ANNUAL MEETINGSDirector Attendance at Annual Meetings

All of our then-serving directors attended our 20152022 annual meeting of stockholders.shareholders.

Policy for Approval of Related Person Transactions

We have not had any transactions occurring since January 1, 2022, nor any currently proposed transactions to which we were or are a party and in which:

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORSWe have a related person transaction policy under our Code of Conduct and Business Ethics policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements, or relationships, in which we and any related person are, were or will be participants in which the amount involved exceeds $25,000. Transactions involving compensation for services provided to us as an employee, consultant or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons. The Audit Committee will consider all relevant facts and circumstances deemed relevant by and available to the Audit Committee and will approve only those related person transactions that, in light of known circumstances, are in, or are not inconsistent with, the best interests of the Company and its shareholders.

TheIndemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers, which provide for the advancement of expenses under certain conditions and requires us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

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Information Regarding Committees of Our Board of Directors

Our Board has established three committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

The following table provides membership and meeting information since January 1, 2015 forbelow indicates the composition of each Board committee.

Outside Directors	Audit Committee COMPENSATION COMMITTEE	Compensation Committee	Nominating and Corporate Governance Committee NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Minnie V. Baylor-Henry
Thomas J. Dietz, Ph.D.
Timothy R. Franson, M.D.
Rolf K. Hoffmann
Kristine Peterson
Robert S. Radie
Jeffrey Stein, Ph.D.

Chairperson

Member

Designated Financial Expert

Below is a description of each committee of the Board of Directors. Each committee has the authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board of Directors has determined that each member of each committee meets the applicable NASDAQNasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair hishis/her individual exercise of independent judgment with regard to Paratek.

Audit Committee

Audit Committee
Meetings in 2022: 7	Members:
	THOMAS J. DIETZ, PH.D., CHAIR	MINNIE V. BAYLOR-HENRY	KRISTINE PETERSON	JEFFREY STEIN, PH.D.

Our Audit Committee consists of Dr. Dietz, Mr. RadieMs. Baylor-Henry, Ms. Peterson and Dr. Stein. TheOur Board has adopted a written Audit Committee charter that is available to stockholders on our websiteshareholders at the “Investors” section of our website at www.paratekpharma.com.www.paratekpharma.com. The audit committeeAudit Committee held seven meetingmeetings during the year ended December 31, 2015.2022.

TheOur Board of Directors reviews the NASDAQNasdaq listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of the Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the NASDAQNasdaq listing standards).

TheOur Board of Directors has also determined that Dr. Dietz qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. TheOur Board made a qualitative assessment of Dr. Dietz’s level of knowledge and experience based on a number of factors, including his position as Chairman and Chief Executive Officer of Waypoint Holdings, LLC, and extensive experience in the financial services industry.

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The primary purpose of the Audit Committee is to discharge the responsibilities of our Board of Directorsto oversee risks associated with respect to our accounting, financial and accounting systems, accounting policies and investment strategies, regulatory compliance (other than healthcare compliance) and certain other reportingmatters, including risks associated with our information systems and internal control practices and to oversee our independent registered public accounting firm.technology (including cybersecurity). Specific responsibilities of our Audit Committee include:

The Audit Committee evaluates its own performance annually, including its compliance with its charter, and provides any written material with respect to such evaluation to our Board, including any recommendations for changes in its governing procedures or policies. The Audit Committee also reviews and reassesses its charter annually and submits any recommended changes to our Board for its consideration. The Audit Committee also has the authority to delegate any or all of its responsibilities to a subcommittee of the Audit Committee, except under certain enumerated circumstances.

Past-Year Highlights

In addition to fulfilling its important responsibility to ensure the integrity of the Company’s financial statements, our compliance with legal or regulatory requirements, and the work of our independent registered public accounting firm, the Audit Committee also enhanced its oversight of enterprise risk management, cybersecurity and data privacy. The Audit Committee reviewed management’s processes to identify, assess and manage the risk associated with service providers and the supply chain, ensured the Company had up-to-date cybersecurity and integrity training for employees and contractors, and emphasized its focus on the organizational impact of continued global COVID-19 pandemic-driven economic uncertainty, climate and other environmental, social and governance factors, and evolving geopolitical developments.

Report of the Audit Committee of the Board of Directors

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 20152022 with management. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board, or PCAOB.PCAOB, and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2015.2022.

Members of the Audit Committee

Thomas J. Dietz, Ph.D.

Robert Radie

Minnie V. Baylor-Henry
Kristine Peterson
Jeffrey Stein, Ph.D.

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Paratek under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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Compensation Committee
Meetings in 2022: 3	Members:
	JEFFREY STEIN, PH.D., CHAIR	THOMAS J. DIETZ, PH.D.	TIMOTHY R. FRANSON, M.D.	ROBERT S. RADIE

Our Compensation Committee

Our compensation committee consists of Dr. Stein, Dr. Dietz, Dr. Franson and Mr. Radie and Dr. Stein.Radie. All members of the Compensation Committee are independent (as independence is currently defined in Rule 5605(d)(2) of the NASDAQNasdaq listing standards,standards), “non-employee directors”, as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, ofor the Exchange Act, and are “outside directors”, as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended. The Board has adopted a written Compensation Committee charter that is available to stockholders on our websiteshareholders at the “Investors” section of our website at www.paratekpharma.com.www.paratekpharma.com. The Compensation Committee held fivethree meetings during the year ended December 31, 2015.2022.

The primary purposepurposes of our Compensation Committee isare to (i) discharge the responsibilities of our Board of Directors relating to overseecompensation of our executives, including by designing (in consultation with management or the Board), recommending to the Board for approval, and evaluating the compensation plans, policies plans and programs and to review and determineof the compensation to be paid to our executive officers, directors and other senior management, as appropriate.Company. Specific responsibilities of our Compensation Committee include:

The Compensation Committee evaluates its own performance annually, including its compliance with its charter, and provides any written material with respect to such evaluation to the Board, including any recommendations for changes in its governing procedures or policies. The Compensation Committee also reviews and reassesses its charter annually and submits any recommended changes to the Board for its consideration. The Compensation Committee also has the authority to delegate any or all of its

responsibilities to a subcommittee of the Compensation Committee, except that it is not permitted to delegate its responsibilities for (i) reviewing officer employment contracts or other compensatory, severance or change-in-control arrangements for current or former officers, (ii) evaluating the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, (iii) any matters that involve executive compensation or (iv) any matters where it has determined such compensation is intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended, by virtue of being approved by a committee of “outside directors” or is intended to be exempt from Section 16(b) under the 1934 Act pursuant to Rule 16b-3 by virtue of being approved by a committee of “non-employee directors.”

Past-Year Highlights

The Compensation Committee continued to evaluate corporate risks against appropriateness of its compensation philosophy, elements of compensation, and executive compensation. The Committee concluded that its program is well balanced and appropriate for our Company.

Compensation Consultant

As a part of determining the compensation for our executive officers, the Compensation Committee has engaged Radford, an Aon Hewitt Company - a division of Aon Corporation,Pearl Meyer & Partners, or Pearl Meyer, as anits independent compensation consultant. Radford provides analysis and recommendationsconsultant to the Compensation Committee regarding:

In 2015 Radford assisted the Compensation Committee in the development of a list of peer companies used for compensation-related purposes. In determining our peer companies, we selected companies that are publicly traded in the United States, that operate in our industry and have a similar market capitalization, and that are of comparable size, financial profile and scientific stage of development.

When requested, Radford consultants attend meetings of the Compensation Committee, including executive sessions in which executive compensation issues are discussed. Radford reportsprograms and to the Compensation Committee and not to management, although Radford meets with management for purposes of gathering information for its analyses and recommendations.make recommendations regarding compensation.

In determining to engage Radford, the Compensation Committee considered the independence of Radford, taking into consideration relevant factors, including the absence of other services provided to the Company by Radford, the amount of fees the Company paid to Radford as a percentage of Radford's total revenue, the policies and procedures of Radford that are designed to prevent conflicts of interest, any business or personal relationship of the individual compensation advisors employed by Radford with an executive officer of the Company, any business or personal relationship the individual compensation advisors employed by Radford have with any member of the Compensation Committee, and any stock of the Company owned by Radford or the individual compensation advisors employed by Radford. The Compensation Committee has determined, based on its analysis in light of all relevant factors, including the factors listed above, that the work of Radford and the individual compensation advisors employed by Radford as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that Radford is independent pursuant to the independence standards set forth in the NASDAQ listing standards promulgated pursuant to Section 10C of the Exchange Act.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Nominating and Corporate Governance Committee
Meetings in 2022: 4	Members:
	ROBERT S. RADIE, CHAIR	TIMOTHY R. FRANSON, M.D.	ROLF K. HOFFMANN	KRISTINE PETERSON

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Dr. Dietz,Mr. Radie, Dr. Franson and Mr. Radie.Hoffmann, Ms. Peterson. All members of the Nominating and Corporate Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the NASDAQNasdaq listing standards). The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholdersshareholders on our website at the “Investors” section of our website at www.paratekpharma.com.www.paratekpharma.com. The Nominating and Corporate Governance Committee held threesix meetings during the year ended December 31, 2015.2022.

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Corporate Governance

Specific responsibilities of our Nominating and Corporate Governance Committee include:

When considering candidates for director, the Nominating and Corporate Governance Committee considers such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of Paratek,the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment, having personal integrity and ethics, and having the commitment to rigorously represent the long-term interests of our stockholders.shareholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of Paratekthe Company and the long-term interests of stockholders.shareholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity, gender, age, skills and such other factors as it deems appropriate, given the current needs of the Board and Paratek,the Company, to maintain a balance of knowledge, experience and capability.

In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to Paratekthe Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. The Committee also takes into account the results of the Board’s self-evaluation, conducted annually on a group and individual basis. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for NASDAQNasdaq purposes, which determination is based upon applicable NASDAQNasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

Past-Year Highlights

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominatinginitiated, oversaw and Corporateworked with management to ensure a culture of diversity and inclusion with respect to gender, age, race, ethnicity and background. As part of its oversight, the Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended byrequested and received a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: 75 Park Plaza, 4^th Floor, Boston, Massachusetts 02116. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holdercomprehensive analysis of our stock and has been a holderworkforce, identifying diversity segmentation, as well as ESG oversight.

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Non-Employee Director Compensation for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.2022

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Historically, we have not provided a formal process related to stockholder communications with the Board. The Nominating and Corporate Governance Committee is considering adopting a formal process for stockholder communications with the Board.

CODE OF ETHICS

We have adopted the Paratek Code of Business Conduct and Ethics (the “Code”) that applies to all officers, directors, employees and consultants to the Company. The Code is available on our website at the “Investors” section of our website at www.paratekpharma.com. If we make any substantive amendments to the Code or grant any waiver from a provision of the Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

CERTAIN INFORMATION WITH RESPECT TO OUR EXECUTIVE OFFICERS

The following table sets forthshows for the year ended December 31, 2022 certain information with respect to the compensation of our non-employee directors:

2022 Policy

The Compensation Committee annually reviews the non-employee director compensation policy. In February 2022, the Board of Directors adopted a non-employee director compensation policy, effective January 1, 2022, or the 2022 Policy, that outlined the eligibility of non- employee directors to receive cash and equity compensation for service on our Board of Directors and committees of our Board.

Cash Compensation

During 2022, pursuant to the 2022 Policy, each non-employee director received an annual cash retainer of $45,000 for serving on our Board, and the chair and members of the three standing committees of Board were entitled to the following additional annual cash retainers:

Equity Compensation

Under the 2022 Policy, each person who is initially appointed or elected to our Board is eligible to receive a grant of stock options to purchase 12,800 shares of our common stock, which will vest 1/36th of the shares subject to the option on a monthly basis, and a grant of 19,200 RSUs, which will vest in equal installments on each of the first three anniversaries of the grant date. In addition, under the 2022 Policy, for each subsequent year, each continuing non-employee director is eligible to receive an annual grant of 20,000 RSUs, which will cliff vest in full on the first anniversary of the grant date.

In February 2022, pursuant to the 2022 Policy, we granted each of Ms. Baylor-Henry, Dr. Dietz, Dr. Franson, Mr. Hoffmann, Ms. Peterson, Mr. Radie and Dr. Stein a RSU award of 20,000 shares of common stock. Each RSU award vested 100% on the first anniversary of the grant date.

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2023 Policy

In December 2022, our Board adopted an updated non-employee director compensation policy, effective January 1, 2023, or the 2023 Policy, that outlines the eligibility of non-employee directors to receive cash and equity compensation for service on our Board and committees of our Board. The 2023 Policy is substantially similar to the 2022 Policy, except that each non-employee director will now receive an annual cash retainer of $50,000 and the Lead Independent Director will receive an additional cash retainer of $25,000.

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Our Executive Officers

The names and age of our executive officers of the Company and directorsthe principal occupations and business experience for each are set forth below as of March 15, 2016.May 12, 2023:

Mr. Bigham’sbiography is included above under the section titled “Proposal 1 –- Election of Directors.Directors”.

Dr. Loh’sbiography is included above under the section titled “Proposal 1 –- Election of Directors.Directors”.

William M. Haskel. Mr. Haskel joined Paratek in June 2015Woodrow has served as our Senior Vice President General Counsel and Corporate Secretary. From 2011 until March 2015,Chief Commercial Officer since June 2019. Prior to that, Mr. Haskel served as the Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Cambrex Corporation, where he reported to the CEO, and was a member of core management committees. In his role at Cambrex Corporation, Mr. Haskel provided counsel to the board of directors, CEO, and senior management, and was responsible for the global law function as well as overseeing Global Regulatory and Quality Affairs, and Environment, Health and Safety and was a principal adviser for Board, Governance, M&A, Securities and Corporate matters. Previously, Mr. Haskel enjoyed an 18 year career of progressive responsibilities at Wyeth, which was acquired by Pfizer in 2009 in a transaction valued at $68 billion. Mr. HaskelWoodrow served as Vice President and Associate General Counsel-Corporate where he was an advisor to executive management and managed a group of 33 employees/19 lawyers across corporate and pharmaceutical division headquarters, and led legal teams on a series of complex multi-billion dollar global transactions that drove the Company's transitionChief Commercial Officer from a diversified holding company to a focused health care company. Mr. Haskel also served as Vice President, Global Administration where he led a newly formed global department charged with designing and executing global strategies to capture cost savings and business efficiencies in light of the new health care environment. During this time, Mr. Haskel also served as Advisor for the Pfizer Transaction and was a leader of the integration of Wyeth into Pfizer. Earlier at Wyeth, Mr. Haskel was selected to be the Assistant Vice President, Planning; Assistant to the Chairman, President and CEO; and Secretary of Wyeth Management Committee. Earlier in his career, Mr. Haskel was a corporate associate at the law firms Hale & Dorr (now WilmerHale) in Boston, and Olwine, Connelly, Chase, O'Donnell & Weyher in New York City. He received his J.D. from George Washington University Law School; his B.A. from Franklin and Marshall College; and has bar admissions in New York State; Commonwealth of Massachusetts; and the United States District Court (District of Massachusetts).

Douglas W. Pagán. Mr. Pagán joined Paratek in December 2014 as our Chief Financial Officer. He most recently served as Vice President, Finance at Acceleron Pharma Inc., which he joined in 2008. There, he was responsible for strategic and financial planning, accounting, SEC reporting, treasury and financial operations. Prior to working at Acceleron, Mr. Pagán served in strategic and financial management roles at Biogen Idec and Bristol-Myers Squibb. Previously, Mr. Pagán worked in healthcare investment banking at J.P. Morgan, as well as pharmaceutical operational roles at Johnson & Johnson. Mr. Pagán received his B.S.E. in Chemical Engineering from Princeton University and his M.B.A. from Columbia Business School.

Adam Woodrow. Mr. Woodrow joined Paratek in October 2014 as our Vice President and Chief Commercial Officer.to June 2019. From October 2009 until September 2014, Mr. Woodrow worked for Pfizer Inc. in various strategic and operational commercial roles. There, he had a worldwide responsibility for Global Strategic Marketing, New Business Development and Early Commercial Development for Pfizer Specialty Products. Mr. Woodrow’s portfolio included inflammation, anti-infectives, antifungals, hemophilia, endocrinology, neurology, and rare diseases. Mr. Woodrow’s early commercial work focused on inflammation, neuroscience, hematology, renal and rare diseases. Mr. Woodrow joined Pfizer from Wyeth, Pharmaceuticals (“Wyeth”), where he was Vice President and Global Business Manager for Enbrel. In his 10 years at Wyeth, Mr. Woodrow held senior marketing and sales positions in the United States and in his native United Kingdom. Prior to joining Wyeth, Mr. Woodrow held sales and marketing positions with Bayer Pharmaceuticals. In his career in the pharmaceutical industry, Mr. Woodrow has worked with several non-profit societies and organizations such as the Hemophilia Society, the Primary Immune Deficiency Society, the Prostate Cancer Support Association and has served on the board of the New York Chapter of the Arthritis Foundation. Mr. Woodrow received his B.S. in Industrial Chemistry with a specialization in Pharmaceutical Medicine from the University of Wales College of Cardiff.

Mr. Brenner has served as our Chief Development and Regulatory Officer since June 2019. Since 2015, Mr. Brenner has been part of the Executive team leading the regulatory, quality and manufacturing activities for NUZYRA’s development and approval. Prior to Paratek, Mr. Brenner was the Global Head of Regulatory Affairs at Shire Pharmaceuticals where he was responsible for all aspects of regulatory for a broad range of programs in multiple therapeutic areas and pharmaceutical technologies. Prior to that, Mr. Brenner was Head of Regulatory Affairs for the Emerging Markets and Established Products Business Units at Pfizer. In this role, he played an active part on the regional leadership teams and was responsible for the regulatory activities and staff leading the development, registration, launch, and life cycle of all of Pfizer’s innovative products outside the United States and European Union as well as the Established Products business in all regions. Prior to Pfizer, he spent 14 years at Wyeth Pharmaceuticals, where he held multiple senior regulatory positions. Mr. Brenner received his B.S. in Chemistry at Muhlenberg College and Master of Science from Temple University School of Pharmacy.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regardingMr. Haskel has served as our Chief Legal Officer, General Counsel and Corporate Secretary since June 2020. Prior to that, Mr. Haskel served as our Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer from June 2015 to June 2020. From 2011 until March 2015, Mr. Haskel served as the ownershipSenior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Cambrex Corporation. Mr. Haskel was responsible for the global law function as well as overseeing Global Regulatory and Quality Affairs, and Environment, Health and Safety. Previously, Mr. Haskel enjoyed an 18-year career of our common stockprogressive responsibilities at Wyeth, which was acquired by Pfizer in 2009. Mr. Haskel served as Vice President and Associate General Counsel-Corporate managing a group of March 15, 2016 by:

The number33 employees/19 lawyers across corporate and pharmaceutical divisions and led legal teams on complex multi-billion dollar global transactions. Mr. Haskel also served as Vice President, Global Administration where he led a newly formed global department charged with designing and executing global strategies to capture cost savings and business efficiencies. Mr. Haskel also served as Advisor for the Pfizer Transaction and was a leader of shares owned, total shares beneficially ownedthe integration of Wyeth into Pfizer. Earlier at Wyeth, Mr. Haskel was selected to be the Assistant Vice President, Planning; Assistant to the Chairman, President and Chief Executive Officer; and Secretary of Wyeth Management Committee. Earlier in his career, Mr. Haskel was a corporate associate at the law firms Hale & Dorr (now WilmerHale) in Boston, and Olwine, Connelly, Chase, O’Donnell & Weyher in New York City. He received his J.D. from George Washington University Law School; his B.A. from Franklin and Marshall College; and has bar admissions in New York State; Commonwealth of Massachusetts; and the percentageUnited States District Court (District of common stock beneficially owned below is based on totalMassachusetts).

Table of 17,612,149 sharesContents

Executive Compensation

Overview

This summary describes the compensation of common stock outstanding as of March 15, 2016.

Beneficial ownership is determined in accordance with the rules of the SEC(1) our Executive Chairman, Michael F. Bigham, (2) our Chief Executive Officer, Evan Loh, M.D., and includes voting or investment power with respect to the securities. Shares of common stock that may be acquired by an individual or group within 60 days of March 15, 2016, pursuant to the exercise of options or warrants, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Although(3) our President and Chief MedicalCommercial Officer, Adam Woodrow. We refer to these individuals in this proxy statement as, collectively, our named executive officers.

Our Compensation Committee is responsible for reviewing and approving the compensation of our named executive officers, including base salary, cash and equity incentive compensation levels, severance arrangements, change in control benefits and other forms of executive compensation. Our Compensation Committee is also responsible for evaluating the Company’s performance against its goals and making related executive compensation recommendations to our Board, assessing the performance of our named executive officers, and ensuring our compensation program is aligned with the compensation objectives and philosophy described below and competitive with the compensation programs of other companies in our industry that compete with us for talent.

Elements of Executive Compensation

Compensation Objectives and Philosophy

Our Compensation Committee believes that the most effective compensation program will promote performance consistent with the Company’s strategy and goals, encourage progress toward achieving our mission, and reward value creation for our shareholders. Our compensation program is designed to:

To achieve its objectives, our Compensation Committee evaluates our executive compensation program with the goal of setting target total compensation at levels that align with our mission, size and life stage. While we do not have a Namedformal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation, we generally strive to provide our executive officers with a balance of short-term and long-term incentives to encourage consistently strong performance, and we generally pay total cash compensation within the 45th to 70th percentile and equity incentive compensation generally within the 75th percentile, respectively, of our peer group, based on company and individual performance. To incentivize strong performance, as described in more detail under “Elements of Compensation- Annual Performance-Based Cash Incentives” and “Elements of Compensation-Equity Incentive Awards,” several key elements of our executive compensation are variable-annual cash incentive compensation, which is earned based on our Compensation Committee’s assessment of annual performance, RSU awards subject to time-based vesting and PRSU awards subject to performance-based vesting.

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Executive Compensation

Executive Compensation Best Practices

Executive Compensation Process

At least annually, our Compensation Committee reviews the Company’s compensation philosophy and reviews and approves corporate goals and objectives relating to the compensation of our Chief Executive Officer and our other officers, including our named executive officers. Our Compensation Committee evaluates the performance of our officers in light of these goals and objectives and determines and approves, or recommends to our Board for approval, the compensation levels of our officers’. As part of evaluating our executive officers’ performance and determining their compensation, our Compensation Committee receives recommendations from our Chief Executive Officer (except with respect to his own compensation and performance and that of the Executive Chairman). Our Chief Executive Officer’s performance is evaluated directly by the Compensation Committee (in consultation with the Executive Chairman). Evaluations of our named executive officers are based on our overall corporate performance against annual goals that are approved by the Board at the beginning of each year, as discussed in more detail below. In 2022, in addition to considering performance against annual corporate goals, the Compensation Committee included outstanding achievements as part of the evaluation.

Annual base salaries for a given fiscal year, and annual performance-based cash and equity incentive awards for the prior fiscal year are generally determined in the first quarter of the fiscal year based on company and individual performance of the prior year, as well as other factors, including compensation trends in the biopharmaceutical industry and among our benchmark peers. We expect this general timing to continue in future fiscal years.

Role of Compensation Consultants

The Compensation Committee has the authority to retain, at our expense, one or more third-party compensation consultants to assist the Compensation Committee in performing its responsibilities and to terminate the services of the consultant if the Compensation Committee deems it appropriate. The Compensation Committee annually evaluates its engagement of compensation consultants and has retained Pearl Meyer as its independent compensation consultant. Pearl Meyer provides analysis and recommendations to the Compensation Committee regarding:

Pearl Meyer participates in meetings of our Compensation Committee, including executive sessions in which executive compensation issues are discussed, when requested to do so. For fiscal 2022, Pearl Meyer advised the Compensation Committee on all principal aspects of our executive compensation, including the selection of our peer group for fiscal 2023, executive compensation arrangements of new hires and in providing a competitive assessment of our executive compensation program and non-employee director compensation policy.

Pearl Meyer meets with company management for purposes of gathering information for their analyses and recommendations. In February 2022, the Compensation Committee reviewed the independence of Pearl Meyer, taking into consideration relevant factors, including the absence of other services provided to the Company by Pearl Meyer, the amount of fees the Company paid to Pearl Meyer as a percentage of Pearl Meyer’s total revenue, the policies and procedures of Pearl Meyer that are designed to prevent conflicts of interest, any business

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Executive Compensation

or personal relationship of the individual compensation advisors employed by Pearl Meyer with an executive officer of the Company, any business or personal relationship Pearl Meyer or the individual compensation advisors employed by Pearl Meyer have with any member of the Compensation Committee, and any stock of the Company owned by the individual compensation advisors employed by Pearl Meyer.

The Compensation Committee assessed the independence of Pearl Meyer pursuant to requisite SEC rules and has determined, based on its analysis in light of all relevant factors, including those listed above, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to the Compensation Committee have not created any conflicts of interest, and that Pearl Meyer is independent pursuant to the independence standards set forth in the Nasdaq listing standards promulgated pursuant to Section 10C of the Exchange Act.

The primary elements of our 2022 executive compensation program were:

ELEMENTS OF COMPENSATION
		ELEMENT		TARGET MIX(1)		STRATEGY AND PERFORMANCE ALIGNMENT
Fixed		Base Salary				■We provide cash compensation in the form of base salary to meet the competitive salary norms. Base salaries are established from peer group data, individual experience, skill, expected contribution and performance.
At Risk		Annual Cash Incentive Compensation				■We reward performance in the form of annual incentive compensation based on achievement of annual objectives, which include the following: financial targets, advancing our commercial products and achievement of operational goals.
		Long-term Equity Incentive Compensation RSUs PRSUs				■Our long-term incentive compensation is designed to focus our executives on longer-term performance and the creation of shareholder value. We rely upon equity-based awards that vest over a meaningful period of time and/or upon the achievement of performance goals.

In addition, we provide our executives with benefits that are available to all employees, including medical and dental insurance, life and disability insurance, medical and dependent care flexible spending accounts and a 401(k) plan.

Compensation Paid in 2022 and Grants for 2023

Base Salary

In February 2023, our Compensation Committee approved base salaries for fiscal 2023 and target fiscal 2023 annual cash incentives for our named executive officers. With respect to Mr. Bigham, Dr. Loh and Mr. Woodrow, the Compensation Committee reviewed and approved their performance for the year ended December 31, 2015 under2022, which we refer to as fiscal 2022.

Annual Cash Incentive Compensation

We have designed our annual performance-based cash incentive program to emphasize pay-for-performance and to reward our executive officers for the rules governingachievement of our performance during the reportingpreceding year guided by specified annual corporate goals. Historically, each named executive officer has been eligible, at our Board’s discretion, to receive an annual performance-based cash incentive, which we also refer to as an annual cash incentive, in an amount corresponding to a percentage of beneficial ownership, we have voluntarily disclosedhis or her base salary. The amount of the numberannual cash incentive for each named executive officer is determined upon the recommendation of shares Dr. Loh beneficially ownedour Compensation Committee. In making such determinations and recommendations, the Compensation Committee examined the performance against specific corporate goals, as well as unanticipated outstanding achievements by us in the preceding year.

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Our Compensation Committee has targeted annual cash incentive levels for our named executive officers at the 50^th percentile for “meets target” company performance and may at its discretion pay out above target for outstanding performance. Our Compensation Committee has authority to adjust a named executive officer’s ultimate payment amount in connection with its annual review of each executive officer’s performance.

Given the nature of our business, the determination of annual incentives for our executives has been tied to achieving our financial targets, advancing our commercial and development stage products and accomplishing operational goals. Each executive officer has a target cash incentive amount that is set as a percentage owned at March 15, 2016of his or her base salary, which is also based, in order to provide our stockholders more complete information. References contained hereinpart, on peer group benchmarks. The amount of the cash incentives awarded by the Compensation Committee to our “Named Executive Officers” include, where applicable, Dr. Loh.named executive officers each year is based on the achievement of performance and corporate goals set by the Compensation Committee in advance, which are designed to capture the important operational and financial aspects of the organization. In 2022, in addition to considering performance against annual corporate goals, the Compensation Committee included outstanding achievements as part of the evaluation.

Unless otherwise indicatedThe Compensation Committee determined achievement of 81% out of a target 100% of corporate goals, and achievement of 30% out of a total of 45% for stated stretch goals. The Compensation Committee also awarded an additional 10% in the footnotes,aggregate for outstanding achievements, ultimately exercising discretion to payout a maximum payout of 120%.

Our Compensation Committee approved the address for each stockholder listed is: c/o Paratek Pharmaceuticals, Inc., 75 Park Plaza, 4^th Floor, Boston, Massachusetts 02116.2022 corporate goals, including stretch goals and additional achievements, as follows: