UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

VIEWRAY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

VIEWRAY, INC.

2 Thermo Fisher Way

Oakwood Village, OH 44146

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 19, 201713, 2019

To the Stockholders of ViewRay, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of ViewRay, Inc., a Delaware corporation (referred to herein as the “Company”, “we” or “our”), will be held virtually via live audio webcast on June 19, 2017,13, 2019, at 8:30 a.m. local time, at the Company’s offices located at 815 E. Middlefield Road, Mountain View CA 94043Pacific Time, for the following purposes:

The foregoing items of business are more fully described in the Proxy Statement. Only stockholders who owned our common stock at the close of business on April 26, 201718, 2019 (the “Record Date”) can vote at this meeting or any adjournments that take place.

We have elected to use the Internet as our primary means of providing our proxy materials to stockholders. Consequently, stockholders will not receive paper copies of our proxy materials unless they specifically request them. We will send a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about May 1, 2017April 25, 2019 to our stockholders of record as of the close of business on the Record Date. We are also providing access to our proxy materials over the Internet beginning on or about April 28, 2017.25, 2019. Electronic delivery of our proxy materials will significantly reduce our printing and mailing costs, and the environmental impact of the proxy materials.

The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/VRAY2019, where you will be able to listen to the meeting live, submit questions and vote online. To participate in the Annual Meeting, you will need the16-digit control number included on the Notice or on the proxy card that you request and receive by mail ore-mail.The Notice contains instructions for accessing the proxy materials, including the Proxy Statement and our annual report, and provides information on how stockholders may obtain paper copies free of charge. The Notice also provides the date time and locationtime of the Annual Meeting; the matters to be acted upon at the meeting and the recommendation from our board of directors with regard to each matter; and information on how to attend the meeting and vote online.

It is important that your shares be represented and voted whether or not you plan to attend the virtual Annual Meeting in person.Meeting. You may vote on the Internet, by telephone or by completing and mailing a proxy card or the form forwarded by your bank, broker or other holder of record. Voting over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. Please review the instructions on the proxy card or the information forwarded by your bank, broker or other holder of record regarding each of these voting options.

Our board of directors recommends that you voteFOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement andFOR the ratification of the selection, by the audit committee of our board of directors, of Deloitte & Touche LLP as our independent registered public accounting firm as described in Proposal No. 2 of the Proxy Statement.

Oakwood Village, Ohio

April 28, 201725, 2019

YOUR VOTE IS IMPORTANT.

PLEASE PROMPTLY AUTHORIZE A PROXY TO CAST YOUR VOTES THROUGH THE INTERNET FOLLOWING THE VOTING PROCEDURES DESCRIBED IN THE NOTICE OR, IF YOU HAVE REQUESTED AND RECEIVED PAPER COPIES OF THE PROXY MATERIALS, BY TELEPHONE OR BY SIGNING, DATING AND RETURNING THE PROXY CARD SENT TO YOU.

TABLE OF CONTENTS

VIEWRAY, INC.

2 Thermo Fisher Way

Oakwood Village, OH 44146

PROXY STATEMENT

FOR THE 20172019 ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON JUNE 19, 201713, 2019

The board of directors of ViewRay, Inc. is soliciting your proxy to vote at our 20162019 Annual Meeting of Stockholders to be held virtually via live audio webcast on June 19, 2017,13, 2019, at 8:30 a.m. local time, at the Company’s offices located at 815 E. Middlefield Road, Mountain View CA 94043,Pacific Time, and any adjournment or postponement of that meeting (the “Annual Meeting”). The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/VRAY2019, where you will be able to listen to the meeting live, submit questions and vote online. To participate in the Annual Meeting, you will need the16-digit control number included on the Notice of Internet Availability of Proxy Materials or on the proxy card that you request and receive by mail ore-mail.

This Proxy Statement is dated as of April 28, 2017.25, 2019. As used in this Proxy Statement henceforward, unless otherwise stated or the context clearly indicates otherwise, the terms the “Company,” the “Registrant,” “ViewRay,” “we,” “us” and “our” refer to ViewRay, Inc., a Delaware corporation or, prior to July 23, 2015, ViewRay Technologies, Inc. (f/k/a ViewRay Incorporated), a Delaware corporation.

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone,e-mail and personal interviews. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonableout-of-pocket expenses incurred in connection with the distribution of proxy materials.

We have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders of record as of April 26, 201718, 2019 (the “Record Date”), while brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials, or to request a printed set of the proxy materials. Instructions on how to request a printed copy by mail ore-mail may be found in the Notice of Internet Availability of Proxy Materials and on the website referred to in the Notice of Internet Availability of Proxy Materials, including an option to request paper copies on an ongoing basis. We are making this Proxy Statement available on the Internet on or about April 28, 201725, 2019 and are mailing the Notice of Internet Availability of Proxy Materials to all stockholders entitled to vote at the Annual Meeting on or about May 1, 2017.April 25, 2019. We intend to mail ore-mail this Proxy Statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested copies of such materials by mail ore-mail, within three business days of request.

The only voting securities of ViewRay are shares of common stock, $0.01 par value per share (the “common stock”), of which there were 56,455,57296,952,728 shares outstanding as of the Record Date. We need the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, present in personby remote communication or represented by proxy, to hold the Annual Meeting.

The Company’s Annual Report on Form10-K, which contains financial statements for fiscal year 20162018 (the “Annual Report”), accompanies this Proxy Statement if you have requested and received a copy of the proxy materials in the mail. Stockholders that receive the Notice of Internet Availability of Proxy Materials can access this Proxy Statement and the Annual Report at the website referred to in the Notice of Internet Availability of Proxy Materials. The Annual Report and this Proxy Statement are also available on the “SEC Filings” section of our investor relations website at http://investors.viewray.com and at the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov. Please note that the information on our website is not part of this Proxy Statement. You also may obtain a copy of ViewRay’s Annual Report, without charge, by writing to our Investor Relations department at the above address.

THE PROXY PROCESS AND STOCKHOLDER VOTING

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 56,455,57296,952,728 shares of common stock issued and outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, American Stock Transfer & Trust Company, LLC (“AST”), then you are a stockholder of record. As a stockholder of record, you maymay: vote in personelectronically at the Annual Meeting orMeeting; vote by proxy on the Internet or by telephonetelephone; or vote by returning a proxy card, if you request and receive one. Whether or not you plan to attend the Annual Meeting, to ensure your vote is counted, we urge you to vote by proxy on the Internet as instructed in the Notice of Internet Availability of Proxy Materials, by telephone as instructed on the website referred to on the Notice of Internet Availability of Proxy Materials, or (if you request and receive a proxy card by mail ore-mail) by signing, dating and returning the proxy card sent to you or by following the instructions on such proxy card to vote on the Internet or by telephone.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the virtual Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in personelectronically at the Annual Meeting, unless you request and obtain a legal proxy from your broker or other agent who is the record holder of the shares, authorizing you to vote at the Annual Meeting.

What am I being asked to vote on?

You are being asked to vote on two proposals:

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

How does the board of directors recommend I vote on the Proposals?

The board of directors recommends that you vote:

How do I vote?

Please note that by casting your vote by proxy you are authorizing the individuals listed on the proxy to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.

The procedures for voting, depending on whether you are a stockholder of record or a beneficial owner, are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in any of the following manners:

Whether

Even if you plan to attendparticipate in the Annual Meeting online, we urgerecommend that you toalso vote by proxy by mail, Internet or telephone to ensureas described above so that your vote is counted.will be counted if you later decide not to participate in the Annual Meeting. The Internet and telephone voting facilities for eligible stockholders of record will close at 11:59 p.m. Eastern Time on June 18, 2017.12, 2019. Even if you have submitted your vote before the Annual Meeting, you may still attend the virtual Annual Meeting and vote in person.electronically. In such case, your previously submitted proxy will be disregarded.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization, rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted or follow suchthe instructions to submit your vote by the Internet or telephone, if thethose instructions provide for Internet and telephone voting. To vote in person at the virtual Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Who counts the votes?

American Stock Transfer & Trust Company, LLCBroadridge Financial Solutions, Inc. (“AST”Broadridge”) has been engaged as our independent agent to tabulate stockholder votes, or the Inspector of Election. If you are a stockholder of record, and you choose to vote

over the Internet prior to the Annual Meeting or by telephone, ASTBroadridge will access and tabulate your vote electronically, and if you have requested and received proxy materials via mail ore-mail and choose to sign and mail your proxy card, your executed proxy card is returned directly to ASTBroadridge for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in “street name”) returns one proxy card to ASTBroadridge on behalf of all its clients.

How are votes counted?

Votes will be counted by the Inspector of Election appointed for the Annual Meeting. For Proposal 1, the Inspector of Election will separately count “For” and “Withheld” votes and brokernon-votes for each nominee. For Proposal 2, the Inspector of Election will separately count “For” and “Against” votes, abstentions and brokernon-votes. If your shares are held by your broker as your nominee (that is, in “street name”), you will need to follow the instructions provided by your broker to instruct your broker how to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to“non-routine” items. See below for more information regarding: “What are “brokernon-votes”?” and “Which ballot measures are considered “routine” and“non-routine”?”

What are “brokernon-votes”?

Brokernon-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed“non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to“non-routine” matters. In the event that a broker, bank, custodian, nominee or other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as brokernon-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

Which ballot measures are considered “routine” or“non-routine”?

The ratification of the selection, by the audit committee of our board of directors, of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 20172019 (Proposal 2) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no brokernon-votes are expected to exist in connection with Proposal 2. The election of directors (Proposal 1) is considerednon-routine under applicable rules. A broker or other nominee cannot vote without instructions onnon-routine matters, and therefore there may be brokernon-votes on Proposal 1.

How many votes are needed to approve the proposal?

With respect to Proposal 1, the election of directors, the threetwo nominees receiving the highest number of “For” votes will be elected. Only“Withheld” votes “For” or “Withheld” will affect the outcome of this proposal. Brokerand brokernon-votes will have no effect on the outcome of this proposal.

With respect to Proposal 2, the affirmative vote of the majority of votes cast (excluding abstentions and brokernon-votes) is required for approval. Abstentions and brokernon-votes will have no effect on the outcome of this proposal.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.

What if I return a Proxy Card, but do not make specific choices?

If we receive a signed and dated Proxy Card and thethat Proxy Card does not specify how your shares are to be voted, your shares will be voted “For” the election of each of the threetwo nominees for director, and “For” the ratification of the selection, by the audit committee of our board of directors, of Deloitte & Touche LLP as our independent registered public accounting firm. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to those proxy materials received by mail or on the Internet, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or more than one set of printed materials?

If you receive more than one Notice of Internet Availability of Proxy Materials or more than one set of printed materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must follow the instructions for voting on each Notice of Internet Availability of Proxy Materials or proxy card you receive via mail ore-mail upon your request, which include voting over the Internet, telephone or by signing and returning any of the proxy cards you request and receive.

Can I change my vote after submitting my proxy vote?

Yes. You can revoke your proxy vote at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy vote in any one of three ways:

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.

How will voting on any business not described in this Proxy Statement be conducted?

We are not aware of any business to be considered at the Annual Meeting other than the items described in this Proxy Statement. If any other matter is properly presented at the Annual Meeting, your proxy will vote your shares using his or her best judgment.

When are stockholder proposals due for next year’s Annual Meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 28, 2017,27, 2019, to ViewRay’s Secretary at 2 Thermo Fisher Way, Oakwood Village, Ohio 44146. If you

wish to submit a proposal that is not to be included in our proxy materials for the next year’s annual meeting pursuant to the SEC’s shareholder proposal procedures or to nominate a director, you must do so between February 19, 201814, 2020 and March 21, 2018;15, 2020; provided that if the date of that annual meeting is more than 30 days before or more than 60 days after June 19, 2018,13, 2020, you must give notice not later than the 90th day prior to the annual meeting date or, if later, the 10th day following the day on which public disclosure of the annual meeting date is first made. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present in personby remote communication or represented by proxy at the Annual Meeting. On the Record Date, there were 56,455,57296,952,728 shares of common stock outstanding and entitled to vote. Accordingly, 28,227,786 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.

If you are a stockholder of record, your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the Annual Meeting. If you are a beneficial owner of shares held in “street name,” your shares will be counted towards the quorum if your broker or nominee submits a proxy for your shares at the Annual Meeting, even suchif the proxy results in a brokernon-vote due to the absence of voting instructions from you. Abstentions and brokernon-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in personby remote communication or represented by proxy, may adjourn the Annual Meeting to another time or place.

How can I find out the results of the voting at the Annual Meeting?

Voting results will be announced by the filing of a Current Report on Form8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report onForm 8-K within four business days of the day the final results are available.

Implications of being an “emerging growth company.”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about the company’sCompany’s executive compensation arrangements, no CEO pay ratio disclosure, and nonon-binding advisory votes on executive compensation. We will remain an emerging growth company until the earlier ofof: (1) the last day of the fiscal year (a) followingin which the fifth anniversary of the completion of our initial public offering in 2014 occurs, (b) in which we have total annual gross revenue of at least $1.0$1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held bynon-affiliates exceeds $700 million as of the prior June 30^th,; and (2) the date on which we have issued more than $1.0 billion innon-convertible debt during the prior three-year period.

Directions toAttending the Annual Meeting

To obtain directions to ourThe Annual Meeting which iscan be accessed by visiting www.virtualshareholdermeeting.com/VRAY2019, where you will be able to be held at our office located at 815 E. Middlefield Road, Mountain View CA 94043, please visit http://www.viewray.com/contact.listen to the meeting live, submit questions and vote online. To participate in the Annual Meeting, you will need the16-digit control number included on the Notice or on the proxy card that you request and receive by mail ore-mail.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our board of directors is divided into three classes. Each class consists, as nearly as possible, ofone-third of the total number of directors, and each class has a three-year term. Unless the board of directors determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the board of directors to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified.

The board of directors currently consists of ten seated directors, divided into the three following classes:

At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification, until the third subsequent annual meeting of stockholders.

Drs. Dempsey, GoldUpon recommendation of the nominating and Wangcorporate governance committee, the board of directors has determined to reduce the number of board members from ten seated directors to eight seated directors, effective upon adjournment of the 2019 Annual Meeting of Stockholders. Scott W. Drake and Keith Grossman have been nominated for election at the Annual Meeting to serve as Class III directors. Each director to be elected will hold office from the date of his election by the stockholders until the third subsequent annual meeting of stockholders and until suchthat director’s successor is duly elected and has been qualified, or until suchthat director’s earlier death, resignation or removal. Dr. Bilenker will leave our board of directors upon the expiration of his term upon election of Class II directors at the Annual Meeting. Effective immediately following the Annual Meeting, our board of directors will consist of nine members.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the threetwo nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, suchthose shares will be voted for the election of suchthose substitute nominee as the board of directors may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.

The following table sets forth, for the Class IIIII directors and for our other current directors, information with respect to their position/office held with the Company and their ages as of March 31, 2017:April 18, 2019:

(1)	Member of the Audit Committee.

(2)	Member of the Compensation Committee.

(3)	Member of the Nominating and Corporate Governance Committee.

Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the board of directors to conclude that they should serve as directors.

Nominees for Election to a Three-Year Term Expiring at the 2022 Annual Meeting of Stockholders

Scott W. Drake has served as our President and Chief Executive Officer and as a member of our board of directors since July 2018. Mr. Drake has over 25 years of experience in the private and public sectors of the medical device field. From August 2011 to August 2017, he served as President and Chief Executive Officer, and as a member of the board of directors of The Spectranetics Corporation (NASDAQ: SPNC), a medical device company. From November 2009 to July 2011, Mr. Drake was a Senior Vice President of DaVita Corporation (NYSE: DVA), a provider of kidney care and dialysis. He has served as the Chairman of the Board of AtriCure, Inc. (NASDAQ: ATRC) since September 2013, as well as a member of the board of directors of Zayo Group Holdings, Inc. (NYSE: ZAYO) since November 2018. Mr. Drake serves as the Chairperson of the AdvaMed Radiation Therapy Sector as well as a board member for the Medical Device Manufacturers Association (MDMA). He holds a B.S. in Business Administration from Miami University of Ohio. We believe Mr. Drake is qualified to serve on our board of directors because of his extensive management experience, growing revenue and driving operationalimprovements.

Keith Grossman has served as a member of our board of directors since July 2018. Mr. Grossman has over 30 years of leadership experience in the medical technology industry. As of April, 2019, he serves as a Vice Chairman of Alcon, Inc. (NYSE: ALC ). Mr. Grossman also serves as President and Chief Executive Officer and a member of the board of directors for Nevro Corp. (NYSE: NVRO), a medical device company since March 2019. Since 2015, he has served as a member of the board of directors of TherOx, Inc., a medical device company. Since 2014, Mr. Grossman has served as a member of the board of directors of Outset Medical, Inc., a medical device company. He served as a member of the board of directors of Vyaire Medical, Inc. from October 2016 until March 2019.

Mr. Grossman served as a member of the board of directors of Zeltiq Asthetics, Inc. (NASDAQ: ZLTQ), a medical technology company, from October 2013 to May 2017. He served as its Lead Independent Director from February 2016 to April 2017. Mr. Grossman served as a member of the board of directors of Thoratec Corporation (NASDAQ: THOR), a medical device company, from January 1996 to October 2015. From 2014 to 2016, he also served as President and Chief Executive Officer of Thoratec. Mr. Grossman served as President and CEO as well as a member of the board of directors of Conceptus, Inc. (NASDAQ: CPTS), a medical device company, from September 2011 to June 2013. From 2010 to 2012, he served as a member of the board of directors of Conventus Orthopaedics, Inc., a medical device company, as well as a member of the board of directors of Tandem Diabetes Care, Inc. (NASDAQ: TNDM), also a medical device company. Mr. Grossman served as a member of the board of directors of PatientSafe Solutions, Inc. from 2009 to 2012. From 2008 to 2012, he served as a member of the board of directors of NovaSom, Inc., a medical technology company, as well as a member of the board of directors of Vibrynt, Inc., a medical device company. Mr. Grossman served as a member of the board of directors of Intuitive Surgical, Inc. (NASDAQ: ISRG), a medical device company, from April 2003 to April 2010. He served as a member of the board of directors of medical device company, Kyphon, Inc. (NASDAQ: KYPH) from 2006 to November 2007. From 2003 to 2007, Mr. Grossman served on the board of directors of Acorn Cardiovascular, Inc., a medical device company. He served as a Managing Director for TPG Biotech, L.P., a private equity firm from September 2007 to December 2011. Mr. Grossman served as a board member of the Medical Device Manufacturers Association (MDMA) from 2011 to 2014, and as a member of the board of directors of The Tom Burnett Family Foundation from 2001 to 2005. He holds a B.S. from Ohio State University and an M.B.A. from Pepperdine University. We believe Mr. Grossman is qualified to serve on our board of directors because of his over 30 years of experience in leading innovative medical technology companies, delivering value to patients and customers as well as growth for stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE ELECTION OF EACH CLASS I NOMINEE NAMED ABOVE

Directors Continuing in Office Until the 2020 Annual Meeting of Stockholders

James F. Dempsey, Ph.D. has served as our Chief Scientific Officer since founding ViewRay in March 2004. Dr. Dempsey has been a member of the board of directors since January 2008. Dr. Dempsey bringsHe has more than 17 years of experience in the field of radiotherapy medical physics to ViewRay. He previouslyphysics. Dr. Dempsey served as a faculty memberAssistant Professor in the University of Florida Department of Radiation Oncology, as Assistant Professor from July 2001 to July 2007, and as Associate Professor from July 2007 to January 2008. Dr. DempseyHe holds a B.S. in Radiochemistry from San Jose State University and a Ph.D. in Nuclear Chemistry from Washington University in St. Louis. We believe Dr. Dempsey is qualified to serve on our board of directors based on hisin-depth knowledge of our product, business and industry, as well as his expertise in nuclear chemistry and physics and medical physics.

Mark S. Gold, M.D. has served as a member of our board of directors since our founding in March 2004. Dr. Gold was a Professor, Distinguished Professor and Chairman of Psychiatry at the University of Florida from 1990 until his retirement in 2014. Dr. Gold has worked for over 40 years in basic science and clinical research, translating neuroscientific research into clinical practice. He has been a consultant and senior advisor to banks and private equity and venture capital firms on medical devices, pharmaceuticals and health care services throughout his career. He was a Founding Director of the Somerset Valley Bank and Somerset Valley Financial from 1991 to 1999. Dr. Gold has served on the board of directors of Axogen, Inc. (formerly LecTec Corporation) since September 2011, where he is the chairman of the governance committee and a member of the audit committee. Dr. Gold is also a member of the boards of directors of Magstim Ltd, Wales, UK and RiverMend Health (UK). We believe Dr. Gold is qualified to serve on our board of directors because of his academic expertise and his extensive research experience across medical specialties and institutions.

Theodore T. Wang, Ph.D. has served as a member of our board of directors since January 2017. Dr. Wang currently serveshas served as a member of the board of directors of Ekso Bionics Holdings, Inc. (NASDAQ: EKSO), a robotics company, since September 2017. He has served as a member of the board of directors of biotherapeutics company Bellerophon Therapeutics, Inc. (NASDAQ: BLPH) since November 2017. Since 2016, Dr. Wang has served as a member of the board of directors of Fiduciary Trust Company International, a wealth management firm. From January 2015 to January 2019, he served as the Chief Investment Officer of Puissance Capital Management, of which he was a founder, sincefounder. From January 2015. Prior1996 to that,December 2014, Dr. Wang was a Partner ofheld various leadership positions for Goldman, Sachs & Co. (“Goldman”), which he joined in 1996 and with which he served in many leadership positions, mostly recentlyincluding Partner,as Co-Head of U.S. Equities Trading andGlobal Co-Head of One Delta Trading and a member of the Goldman Sachs Risk Committee. Prior to joining Goldman,In 1995, heDr. Wang co-founded Xeotron Corp., a company specializing in DNA biochips in Texas.biochips. Dr. Wang has served as a member of the board of directors of the Spence School since 2014, as well as a member of the board of directors of the Dunhuang Foundation since 2013. Since 2010, he has also served as a member of the board of directors of the Museum of Chinese America and the China Institute. Dr. Wang holds a Ph.D. in Physics from the University of Minnesota, an M.B.A. from the University of Texas, Austin, and a B.S. from Fudan University, China. We believe Dr. Wang is qualified to serve on our board of directors because of his prior investment and leadership experience in the life science industry.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “Daniel MooreFOR”

THE ELECTION OF EACH CLASS II NOMINEE NAMED ABOVE

Directors Continuing in Office Until the 2018 Annual Meeting of Stockholders

David Bonita, M.D.has served as a member of our board of directors and our chair since January 2008. Dr. BonitaFebruary 2018. Mr. Moore has served as Chairman of the Board for medical device company LivaNova, PLC (NASDAQ: LIVN) since September 2015. He has served as a Private Equity Partner at OrbiMed Advisors LLC, or OrbiMed,member of the board of directors for GI Dynamics, Inc.(ASX: GID), a medical device company since June 2013. Dr. Bonita joined OrbiMed in June 2004September 2014. Since January 2012, Mr. Moore has served as a Private Equity Senior Associate, and was promoted to Private Equity Principal in

December 2007. Prior to OrbiMed, he was a corporate finance analyst in the healthcare investment banking groupmember of Morgan Stanley & Co. from February 1998 to July 1999, and a corporate finance analyst in the healthcare investment banking group of UBS AG from August 1997 to February 1998. Dr. Bonita has also served on the board of directors of Loxo Oncology, Inc. sincemedical device company, BrainScope. He served as a member of the board of directors of TriVascular (NASDAQ: TRIV), a medical device company, from September 2010 to January 2016. From May 2007 to October 2013,2015, Mr. Moore served as Chief Executive Officer as well as ona member of the boardsboard of directors of several private companies. Dr. BonitaCyberonics, Inc. (NASDAQ: CYBX), a medical device company. He served as a member of the board of directors for Topera, Inc., a medical device company, from October 2013 to January 2015. From 1989 to 2007, Mr. Moore held various positions in sales, marketing and senior management for Boston Scientific Corporation (NYSE: BSX). He was a member of the board of directors of the Medical Device Innovation Consortium (MDIC) from 2012 to 2014. From 2009 to 2016, Mr. Moore was a member of the board of directors of the Medical Device Manufacturers Association (MDMA), serving as Chair from 2012 to 2014. He was a member of the board of directors of the Epilepsy Foundations of Texas and Houston from 2008-2014, and a member of the board of directors of Smiling Kids, Inc. from 2000 to 2008. Mr. Moore holds an A.B. in Biological Sciencesa B.A. from Harvard CollegeUniversity, and an M.D. and M.B.A. from Columbia University in the City of New York.Boston University. We believe Dr. BonitaMr. Moore is qualified to serve on our board of directors due tobased on his extensive investmentdiverse domestic and global business experience in the healthcaremedical device industry.

Directors Continuing in Office Until the 2021 Annual Meeting of Stockholders

Caley Castelein, M.D. has served as a member of our board of directors since January 2008. Since February 2017, Dr. Castelein has served as a member of the board of directors of Aerpio Therapeutics, Inc. (NASDAQ: ARPO), a biopharmaceutical company. He has served as a member of the board of directors for AliveCor, Inc., a medical device company and NewBridge Pharmaceuticals FZ, LLC, a speciality therapeutics company, since March 2015. Since October 2010, Dr. Castelein has served as a member of the board of directors of Boreal Genomics, Inc. Since March 2008, he has served as a Managing Director of Kearny Venture Partners, L.P. since September 2006. Prior to that,Additionally he founded KVP Capital, L.P. in 2013 and manages the fund which invests in small andmid-cap healthcare companies. Dr. Castelein served as a Managing Director at Thomas Weisel Partners, which was acquired by Stifel, Nicolaus & Company, Incorporated in July 2010,member of the board of directors for Waterstone Pharmaceuticals, Inc., a pharmaceutical company from March 20032015 to September 2006. Dr. Castelein hasMarch 2018. From March 2015 to November 2017, he served onas a member of the boardsboard of directors of several private companies.Wellpartner, Inc., a pharmaceutical distribution solutions company. From March 2015 to July 2015, Dr. Castelein served as a member of the board of directors of Neos Therapeutics, Inc. (NASDAQ: NEOS), a pharmaceutical company. He holds an A.B. in Biological Sciences from Harvard College and an M.D. from the University of California, San Francisco. We believe Dr. Castelein is qualified to serve on our board of directors based on his extensive investment experience in the healthcare industry.

Brian K. Roberts has served as a member of our board of directors since December 2015. Since January 2018, Mr. Roberts alsohas served as Chief Financial Officer of Tarveda Therapeutics, Inc., a biopharmaceutical company. Since July 2016, he has served as a member of the board of directors for Valeritas Holdings, Inc. (NASDAQ: VLRX), a medical technology company. Mr. Roberts served as Chief Operating and Financial Officer at Avedro, Inc., a privately held pharmaceutical and medical device company, sincefrom January 2015 and currently servesto October 2016. He served as the Chief Operating and Financial Officer since December 2015. Prior to Avedro, Mr. Roberts was the Chief Financial Officer at Insulet Corporation (NASDAQ: PODD), also a medical device company, sincefrom March 2009.2009 to November 2014. Mr. Roberts also previously served as the Chief Financial Officer at Jingle Networks, Inc., an advertising and technology solutions company, from AugustSeptember 2007 to January 2009 andDecember 2008. From June 2001 to July 2007, he held various leadership roles, including serving as Chief Financial Officer of Digitas, from June 2001 to July 2007.Inc. (NASDAQ: DTAS), (a/k/a DigitasLBi, Inc.), a marketing and technology agency. Mr. Roberts has also held finance positionsserved as Vice President of Finance at Idiom Technologies, Inc., thea provider of globalization management, from January 2000 to June 2001. From 1997 to 1999, he served as U.S. Controller of The Monitor Group, and hasa consulting firm. Mr. Roberts served as an auditorAuditor with Ernst & Young LLP.LLP from 1993 to 1997. He holds a B.S. in Accounting and Finance from Boston College. We believe Mr. Roberts is qualified to serve on the Board because of his over 20 years of financial, operational and strategic experience in private and public companies.

Directors Continuing in Office Until the 2019 Annual Meeting of Stockholders

Chris A. RaanesScott Huennekenshas served as a member of our board of directors since February 2018. Mr. Huennekens has served as a member of the board of directors for NuVasive, Inc. (NASDAQ: NUVA), a medical device company, since September 2018. He served as Chairman of the Board, President and Chief Executive Officer of Verb Surgical, Inc., a medical device company, from August 2015 to January 2019. Mr. Huennekens served as a member of the board of directors of REVA Medical, Inc. (ASX: RVA), a medical device company from April 2015 to May 2018. From April 2013 to November 2016, he served as a member of the board of directors as well as Chairman of the Board at EndoChoice, Inc. and EndoChoice Holdings, Inc. (NYSE: GI), a medical device company. Mr. Huennekens served as President and Chief Executive Officer, and as a member of the board of directors since February 2013. Mr. Raanes brings over 15 years of experience in the private and publicVolcano Corporation (NASDAQ: VOLC), a medical device field. As ourcompany, from March 2002 to February 2015. From March 1997 to March 2002, he served in leadership roles, including President and Chief Executive Officer for Digirad Corporation (NASDAQ: DRAD), a diagnostic imaging solutions provider. Mr. Raanes has supported our growth and strategic initiatives, including our worldwide commercial expansionHuennekens served in various leadership roles in divisions of MRIdian. Previously, Mr. Raanes was Executive Vice PresidentBaxter International, Inc. (NYSE: BAX) from July 20111993 to November 2012March 1997. From August 1991 to June 1993, he worked for Birtcher Medical Systems, Inc., and Chief Operating Officer and Senior Vice President from September 20021986 to July 2011 at Accuray Incorporated, a medical device company. He alsoAugust 1989, Mr. Huennekens served as Vice Presidentan Audit Senior for Deloitte & Touche. Since 2009, Mr. Huennenkens has served as a member of the board of directors, and General Manager, Digital Imaging at PerkinElmer Inc., a healthcare company, from December 19992014 to March 2002. Mr. Raanes2016 was Chairman of the board of directors for the Medical Device Manufacturer’s Association (MDMA). He holds a B.S. from the University of Southern California and an M.S. in Electrical EngineeringM.B.A. from the Massachusetts Institute of Technology.Harvard Business School. We believe Mr. RaanesHuennekens is qualified to serve on our board of directors becausebased on his over 25 years of his extensive management experience and his expertise in radiation therapy device commercialization and operations.

Aditya Puri has served as a member of our board of directors since February 2015. Mr. Puri has served as an Investments Director at Xeraya Capital, which is responsible for life sciences investments for Khazanah Nasional Berhad, since October 2012. Previously, he was a Director in Khazanah Nasional’s Life Sciences unit since November 2011, which was responsible for Khazanah’s life sciences investments. Prior to that, Mr. Puri consulted part time in the greater Boston area for various healthcare and cleantech startups affiliated with Harvard University and Massachusetts Institute of Technology, or MIT, from 2009 to 2011. Mr. Puri also served as Managing Director of global development at Salary.com from July 2007 to April 2008. Mr. Puri was at the Yankee Group, a global technology research and consulting company, from September 2000 to March 2007, finishing his tenure as a Vice-President and member of the leadership team. Between March 1997 and April 2000, he was at Boston Scientific, a Fortune 500 medical device manufacturer. Mr. Puri serves on several boards

of directors of private companies in the investment and healthcare fields. Mr. Puri has a B.S. from the University of Southern Maine and received an M.B.A. from the MIT Sloan School of Management. We believe Mr. Puri is qualified to serve on our board of directors because of his extensive experience in life sciences investmentthe medical device industry, developing advanced and growth.innovative technological initiatives.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM

The audit committee of our board of directors has engaged Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2017,2019 and is seeking ratification of suchthis selection by our stockholders at the Annual Meeting. Deloitte & Touche LLP has audited our financial statements since the year ended December 31, 2010. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire 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 Deloitte & Touche LLP as our independent registered public accounting firm. However, the audit committee is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain Deloitte & Touche LLP. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.

Audit andNon-Audit Services

The following table provides information regarding the fees incurred to Deloitte & Touche LLP during the years ended December 31, 20162018 and 2015.2017. All fees described below were approved by the audit committee.

Audit CommitteePre-Approval Policies and Procedures

Before an independent registered public accounting firm is engaged by the Company to render audit ornon-audit services, our audit committee must review the terms of the proposed engagement andpre-approve the engagement. The audit committee may delegate authority to one or more of the members of the audit committee

to provide suchthesepre-approvals for audit ornon-audit services, provided that suchthe person or persons to whom authority is delegated must report suchthepre-approvals to the full audit committee at its next scheduled meeting. Audit committeepre-approval ofnon-audit services (other than review and attest services) areis not required if suchthose services fall within available exceptions established by the SEC.

The audit committeepre-approved all audit, audit-related, tax and other services provided by Deloitte & Touche LLP for 20162018 and 20152017 and the estimated costs of those services. Actual amounts billed, to the extent in excess of the estimated amounts, were periodically reviewed and approved by the audit committee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THIS PROPOSAL NO. 2.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of ViewRay, Inc. (“ViewRay”) under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The primary purpose of the audit committee is to oversee our financial reporting processes on behalf of ourViewRay’s board of directors. The audit committee’s functions are more fully described in its charter, which is available onin the “Corporate Governance” section of ourViewRay’s investor relations website at http://investors.viewray.com.investors.viewray.com/corporate-governance/highlights. Management has the primary responsibility for ourViewRay’s financial statements and reporting processes, including ourits systems of internal controls. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management ViewRay’s audited financial statements as of and for the year ended December 31, 2016.2018.

The audit committee has discussed with Deloitte & Touche LLP, the Company’sViewRay’s independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 1301,Communications with Audit Committees,as adopted bycommunicated to audit committees under applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”). In addition, the audit committee discussed with Deloitte & Touche LLPLLP’s independence with their independence,representatives and has received written disclosures and the letter from Deloitte & Touche LLP the written disclosures and the letter required by Ethics and Independence Rule 3526applicable requirements of the PCAOB.PCAOB regarding the independent accountant’s communications with the audit committee concerning independence. Finally, the audit committee discussed with Deloitte & Touche LLP, with and without management present, the scope and results of Deloitte & Touche LLP’s audit of suchViewRay’s financial statements.

Based on these reviews and discussions, the audit committee has recommended to ourViewRay’s board of directors that suchits audited financial statements be included in our Annual Report onForm 10-K for the year ended December 31, 20162018 for filing with the SEC. The audit committee also has engaged Deloitte & Touche LLP as ourViewRay’s independent registered public accounting firm for the fiscal year ending December 31, 20172019 and is seeking ratification of suchthis selection by the stockholders.

Audit Committee

Brian K. Roberts, Chairman

David Bonita, M.D.

Aditya Puri

Keith Grossman

Daniel Moore

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available onin the “Corporate Governance” section of our investor relations website at http://investors.viewray.com.investors.viewray.com/corporate-governance/highlights. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website. The reference to our web address does not constitute incorporation by reference of the information contained at or available through our website.

Corporate Governance Guidelines

We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. Our board of directors adopted these Corporate Governance Guidelines to ensure that it has the necessary practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices our board of directors follows with respect to board and committee composition and selection, board meetings, Chief Executive Officer performance evaluation and management development and succession planning for senior management, including the Chief Executive Officer position. A copy of our Corporate Governance Guidelines is available on the “Corporate Governance” section of our investor relations website at http://investors.viewray.com.investors.viewray.com/corporate-governance/highlights.

Director Independence

As required under NASDAQNasdaq rules and regulations, 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. The board of directors consults with the Company’s counsel to ensure that the board of directors’ determinations are consistent with all relevant 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, our board of directors has determined that all of our directors, other than Mr. RaanesMessrs. Moore, Grossman, Huennekens, Puri and Dr. Dempsey,Roberts, and Drs. Castelein, McKinnell and Wang qualify as “independent” directors in accordance with the NASDAQNasdaq listing requirements. Mr. RaanesDrake and Dr. Dempsey are not considered independent because they are both are employees of ViewRay. Robert Weisskoff, Ph.D.is no longer a member of our board of directors; however, he served on our board of directors during the 2015 fiscal year and until his resignation in March 2016. Our board of directors has also determined that Dr. Weisskoff qualified as an “independent” director in accordance with the NASDAQ listing requirements. The NASDAQNasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by NASDAQNasdaq rules, our board of directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors considered information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

As required under NASDAQNasdaq rules and regulations, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. All of theThe audit, compensation and nominating and corporate governance committees of our board of directors are comprised entirely of directors determined by the board of directors to be independent within the meaning of NASDAQNasdaq and SEC rules and regulations applicable to the members of suchthese committees.

Leadership Structure of the Board of Directors

Our amended and restated bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of Chairman of the boardBoard and Chief Executive Officer and/or the implementation of a lead director in accordance with its determination that utilizing either structure would be in the best interests of our company.Company.

Our board of directors has concludedcontinues to believe that it is in the best interests of the Company and its stockholders to separate the Chairman of the Board and Chief Executive Officer roles and for our Chairman to be independent. Currently, Mr. Moore serves as our independent Chairman of the Board. Our Board believes that our current structure gives our Board a strong leadership and corporate governance structure in which we do not have a Chairman or lead director, is appropriate at this time. However, ourthat best serves the needs of the Company and its stockholders.

Our board of directors will continue to periodically review our leadership structure and may make suchany changes in the future as it deems appropriate.

Role of Board of Directors in Risk Oversight Process

Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy andday-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, and our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related party transactions. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Board Committees

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee:

In 2016,2018, the compensation committee retained Compensia, Inc.,Willis Towers Watson, a national executive compensation consulting firm, to conduct market research and analysis on our various executive positions, to assist the committee in developing appropriate incentive plans for our executives on an annual basis and to provide the committee with advice and ongoing recommendations regarding material executive compensation decisions. In compliance with the disclosure requirements of the SEC, regarding the independence of compensation consultants, the consultant addressedcommittee evaluated each of the six independence factors established by the SEC within assessing the compensation committee. Its responses affirmed the independence of the consultant on executive compensation matters.consultant’s independence. Based on this assessment, the compensation committee determined that the engagement of the consultant does not raise any conflicts of interest or similar concerns. The compensation committee also evaluated the

independence of other outside advisors to the compensation committee, including outside legal counsel, considering the same independence factors and concluded their work for the compensation committee does not raise any conflicts of interest.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee is responsible for making recommendations to our board of directors regarding candidates for directorships and composition and organization of our board of directors. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our board of directors concerning governance matters. The current members of our nominating and corporate governance committee are Drs. Castelein Bonita and Gold.McKinnell and Mr. Roberts. Dr. Castelein serves as the chairman of the committee. Each of the members of our nominating and corporate governance committee is an independent director under the applicable rules and regulations of the SEC and NASDAQNasdaq relating to nominating and corporate governance committee independence. The nominating and corporate governance committee operates under a written charter. A copy of the nominating and corporate governance committee charter is available to security holders on the “Corporate Governance” section of our investor relations website at http://investors.viewray.com. There are no family relationships among any of our directors or executive officers.investors.viewray.com/corporate-governance/highlights.

In recommending candidates for election to the board of directors, the independent members of the nominating and corporate governance committee may consider the following criteria, among others: diversity of personal and professional background, perspective and experience; personal and professional integrity, ethics and values; experience in corporate management, operations or finance, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today’s business environment; experience relevant to the Company’s industry and with relevant social policy concerns; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of the Company’s operations; practical and mature business judgment, including ability to make independent analytical inquiries; and promotion of a diversity of business or career experience relevant to the success of the Company. The board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

The nominating and corporate governanceCandidates may come to the attention of the committee will consider director candidates recommended by stockholders.through current board members, our executive officers, professional search firms, stockholders or other persons. For a stockholder to make any recommendation or nomination for election to the board of directors at an annual meeting, the stockholder must provide a notice to the Company, which notice must be delivered to, or mailed and received at, the Company’s principal executive offices not less than 90 days and not more than 120 days prior to theone-year anniversary of the preceding year’s annual meeting; provided, that if the date of the annual meeting is more than 30 days before or more than 60 days after suchthat anniversary date, the stockholder’s notice must be delivered, or mailed and received, not later than 90 days prior to the date of the annual meeting or, if later, the 10^th day following the date on which public disclosure of the date of suchthat annual meeting is made. Further updates and supplements to suchthe stockholder’s notice may be required at the times, and in the forms, required under our bylaws. As set forth in our bylaws, submissions must includeinclude: the name and address of the proposed nominee,nominee; information regarding the proposed

nominee that is required to be disclosed in a proxy statement or other filings in a contested election pursuant to Section 14(a) under the Exchange Act of 1934, as amended (the “Exchange Act”),; information regarding the proposed nominee’s indirect and direct interests in shares of the Company’s common stock,stock; and a completed and signed questionnaire, representation and agreement of the proposed nominee. Our bylaws also specify further requirements as to the form and content of a stockholder’s notice. We recommend that any stockholder wishing to make a nomination for director review a copy of our bylaws, as amended and restated to date, which is available, without charge, from our Chief Financial Officer, at 2 Thermo Fisher Way, Oakwood Village, Ohio 44146.

Dr. Wang wasMr. Drake and Mr. Grossman were appointed to the board of directors in January 2017 to fill a newly-created vacancy on the board of directors,July 2018. Messrs. Drake and therefore isGrossman are standing for election as a directordirectors by stockholders for the first time. Dr. Wang wasMessrs. Drake and Grossman were recommended to our board of directors and itsby our nominating and corporate governance committee by certain of our stockholders.

Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance

During 2016,2018, the board of directors met 2012 times, the compensation committee met two8 times, the audit committee met four7 times and the nominating and corporate governance committee did not meet.met twice. Each board member attended 75% or more of the aggregate of the meetings of the board of directors and of the committees on which he or she served, which occurred while such director was a member of the board of directors and such committees, except that Dr. Bilenker did not attend six meetings of the board of directors and one meeting of the compensation committee.served. We encourage all of our directors and nominees for director to attend our annual meetings of stockholders; however, attendance is not mandatory. Mr. Raanes and Dr. Dempsey attended our 20162018 Annual Meeting.

Stockholder Communications with the Board of Directors

Should stockholders wish to communicate with the board of directors, any committee of the board of directors or any specified individual directors, suchthey should send their correspondence should be sent to the attention of our Chief Financial Officer,Corporate Secretary at 2 Thermo Fisher Way, Oakwood Village, Ohio 44146.815 E. Middlefield Road, Mountain View, California 94043. The Chief Financial Officercommunication should include the name, mailing address and telephone number of the stockholder sending the communication, the number of shares of stock owned by the stockholder and, if not the owner of record, the name of the owner of record of the shares beneficially owned by the stockholder, in order to permit stockholder status to be confirmed and for the Company to provide a response if deemed appropriate. The Corporate Secretary will forward the communication to the members ofrelative directors or the board of directors.

Compensation Committee Interlocks and Insider Participation

During 2016, our compensation committee consisted of Drs. Bilenker and Castelein and Mr. Puri. No such member of our compensation committee has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our board of directors or compensation committee.whole.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

ViewRay, Inc. (f/k/a Mirax Corp.)

Except as described below and except for compensation for employment or services provided in other roles, there has not been since January 1, 2017, nor is there currently proposed, any transaction to which ViewRay, Inc. is or was a party in which the amount involved exceeds the lesser of $120,000 andor 1% of the average of its total assets atyear-end for the last two completed fiscal years, and in which any of our current directors, executive officers, holders of more than 5% of any class of our voting securities or any of their respective affiliates or immediate family members, had, or will have, a direct or indirect material interest.

Merger and Private Placement Transaction

On July 8, 2015, we completed a1.185763-for-1 forward stock split of our common stock in the form of a dividend with the result that 4,343,339 shares of common stock, par value $0.001 per share, outstanding immediately prior to the stock split became 5,150,176 shares of common stock, par value $0.001 per share, outstanding immediately thereafter. On July 15, 2015, we changed our name to ViewRay, Inc. by filing the Certificate of Amendment to our Articles of Incorporation. Additionally, on July 21, 2015, we changed our domicile from the State of Nevada to the State of Delaware by reincorporation, or the Conversion, and as a result of the Conversion, increased our authorized capital stock from 75,000,000 shares of common stock, par value $0.001 per share, to 300,000,000 shares of common stock, par value $0.01 per share and 10,000,000 shares of “blank check” preferred stock, par value $0.01 per share. Upon effectiveness of the Conversion, our corporate matters and affairs ceased to be governed by the Nevada Revised Statutes and became subject to the General Corporation Law of the State of Delaware. All share and per share numbers in this Report relating to our common stock have been adjusted to give effect to this forward stock split and the Conversion, unless otherwise stated.

On July 23, 2015, our wholly-owned subsidiary, Vesuvius Acquisition Corp., a corporation formed in the State of Delaware on July 16, 2015, or the Acquisition Sub, merged with and into ViewRay Technologies, Inc., a corporation incorporated in 2004 in the State of Florida originally under the name of ViewRay Incorporated, subsequently reincorporated in the State of Delaware in 2007. Pursuant to this transaction, or the Merger, ViewRay Technologies, Inc. was the surviving corporation and became our wholly-owned subsidiary. All of the outstanding capital stock of ViewRay Technologies, Inc. was converted into shares of our common stock, as described in more detail below.

Immediately prior to the closing of the Merger, under the terms of asplit-off agreement, or theSplit-Off Agreement, and a general release agreement, the Company transferred all of itspre-Merger operating assets and liabilities to its wholly-owned special-purpose subsidiary, Mirax Enterprise Corp., a Nevada corporation, or theSplit-Off Subsidiary, formed on July 16, 2015. Thereafter, pursuant to theSplit-Off Agreement, the Company transferred all of the outstanding shares of capital stock of theSplit-Off Subsidiary to thepre-Merger majority stockholder of the Company, and the former sole officer and director of the Company, in consideration of and in exchange for (i) the surrender and cancellation of an aggregate of 4,150,171 shares of our common stock and (ii) certain representations, covenants and indemnities, together referred to as theSplit-Off.

On August 17, 2015, we completed the third and final closing of a private placement offering, or the Private Placement, through which we sold an aggregate of 5,884,504 shares of our common stock at a purchase price of $5.00 per share and raised a total of $26.3 million, net of offering costs.

Certain of our existing institutional investors, including investors affiliated with certain of our directors, purchased an aggregate of 3,400,003 of shares of our common stock in the Private Placement, for an aggregate

purchase price of $17,000,015 based on the offering price of $5.00 per share. Such purchases were made on the same terms as the shares that were sold to other investors in the Private Placement and not pursuant to anypre-existing contractual rights or obligations.

2016 Private Placement

On August 19, 2016, we entered into a Securities Purchase Agreement pursuant to which we sold an aggregate of 5,983,251 shares of common stock which consists of 4,602,506 shares of common stock and warrants to purchase 1,380,745 shares of common stock, or the 2016 Placement Warrants, for aggregate proceeds of $13.2 million, net of offering cost, or the 2016 Private Placement. The purchase price was $2.95 per share of common stock, which is equal to the consolidated closing bid price on the NASDAQ Global Market on the day of pricing, August 18, 2016. The purchase price for each warrant was equal to $0.125 for each share underlying the 2016 Placement Warrants, consistent with NASDAQ Global Market requirements for an “at the market” offering. We completed the initial closing of the 2016 Private Placement on August 22, 2016 with the final closing on September 9, 2016.

Certain of our existing institutional investors, including investors affiliated with certain of our directors, and members of our board of directors purchased an aggregate of 3,598,324 of shares of our common stock in the 2016 Private Placement and warrants to purchase 1,079,493 shares of common stock, for an aggregate purchase price of $10,749,999. Such purchases were made on the same terms as the shares that were sold to other investors in the Private Placement and not pursuant to anypre-existing contractual rights or obligations.

controlling interest in OrbiMed. By virtue of such relationships, GP III, OrbiMed and Mr. Isaly may be deemed to have voting and investment power over the shares held by OPI III and OA III. David Bonita, M.D., a member of our board of directors, is a Private Equity Partner of OrbiMed.

2017 Private Placement

On January 13, 2017, we entered into a Securities Purchase Agreement pursuant to which we sold an aggregate of 10,323,101 shares of common stock, which consists of 8,602,589 shares of common stock and warrants to purchase 1,720,512 shares of common stock or the 2017(the “2017 Placement Warrants,Warrants”), for aggregate gross proceeds of approximately $26.1 million or the 2017(the “2017 Private Placement.Placement”). The purchase price was $3.00 per share of common stock, except that the purchase price paid by individuals who were directors and/or officers of the Company was $3.17, which is equal to the consolidated closing bid price on the NASDAQNasdaq Global Market on the day of pricing, January 13, 2017. The purchase price for each warrant was equal to $0.125 for each share underlying the 20162017 Placement Warrants, consistent with NASDAQ Global Market requirements for an “at the market” offering.Warrants. We completed the closing of the 2017 Private Placement on January 18, 2017.

Certain of our existing institutional investors, including investors affiliated with certain of our directors, members of our board of directors and one of our executive officers purchased an aggregate of 7,957,962 of shares of our common stock in the 2017 Private Placement and warrants to purchase 1,591,588 shares of common stock, for an aggregate purchase price of $24,149,982. SuchThese purchases were made on the same terms as the shares that were sold to other investors in the 2017 Private Placement and not pursuant to anypre-existing contractual rights or obligations.

In connection with the 2017 Private Placement, the Company entered into a Stockholders’ Agreement with certain of its stockholders pursuant to which, among other things, suchthese stockholders have agreed to vote, or take any other action for the purpose of electing directors to our board of directors, in a manner necessary to elect and maintain as a director one member designated by Puissance Cross-Border Opportunities I LP, or the Puissance Director.Director, until (1) Puissance Cross-Border Opportunities I LP ceases to be the beneficial owner of at least 10% of the then outstanding Company voting securities, (2) a Change of Control (as defined in the Stockholders’ Agreement) or (3) January 13, 2020 (each a “Resignation Event”). Upon the occurrence of a Resignation Event (as defined in the Stockholders’ Agreement), the Puissance Director will immediately tender his or her resignation as a director of the Company. The Puissance Director is currently Theodore T. Wang, Ph.D.

The following table provides details of the related parties’ participation in the 2017 Private Placement.

(5)

Caley Castelein, M.D., a member of our board of directors, is a Managing Director of Kearny Venture Partners, L.P., or KVP, and Kearny Venture Associates, L.L.C., or KVA. KVA is the general partner of each of KVP and Kearny Venture Partners Entrepreneurs’ Fund, L.P., or KVPE. Voting and dispositive decisions with respect to shares held by KVP and KVPE are made by Dr. Castelein, Richard Spalding and James Shapiro.

(6)	Dr. Gold iswas formerly a member of our board of directors.directors; he resigned from the Board in February 2018.

(7)

OrbiMed Advisors LLC, or Advisors, is the general partner of OrbiMed Associates III, LP, or Associates III. By virtue of such relationship, Advisors may be deemed to have voting and investment power over the securities held by Associates III, and, as a result, may be deemed to have beneficial ownership over such securities. David Bonita, M.D., a private equity partner of Advisors, was formerly a member of our board of directors; he resigned from the Board in February 2018. Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. Each of Advisors, Carl L. Gordon, Sven H. Borho, Jonathan T. Silverstein and David Bonita, M.D. disclaims beneficial ownership of the shares held by Associates III, except to the extent of its or his pecuniary interest therein, if any.

(8)

OrbiMed Capital GP III LLC, or GP III, is the general partner of OrbiMed Private Investments III, LP, or OPI III. OrbiMed Advisors LLC, or OrbiMed,Advisors, is the managing member of GP III and the general partner of OrbiMed Associates III, LP, or OA III. Samuel D. Isaly is the managing member of and owner of a controlling interest in OrbiMed. By virtue of such relationships,relationship, GP III OrbiMed and Mr. IsalyAdvisors may be deemed to have voting and investment power over the sharessecurities held by OPI III and, OA III.as a result, may be deemed to beneficially own such securities. David Bonita, M.D., a private equity partner of Advisors, was formerly a member of our board of directors, isdirectors; he resigned from the Board in February 2018. Advisors exercises this investment and voting power through a Private Equity Partnermanagement committee comprised of OrbiMed.

(8)

OrbiMed Capital GP III LLC, or GP III, is the general partner of OrbiMed Private Investments III, LP, or OPI III. OrbiMed Advisors LLC, or OrbiMed, is the managing memberCarl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. Each of GP III, Advisors, Carl L. Gordon, Sven H. Borho, Jonathan T. Silverstein and the general partnerDavid Bonita, M.D. disclaims beneficial ownership of OrbiMed Associates III, LP, or OA III. Samuel D. Isaly is the managing member of and owner of a controlling interest in OrbiMed. By virtue of such relationships, GP III, OrbiMed and Mr. Isaly may be deemed to have voting and investment power over the shares held by OPI III, and OA III. David Bonita, M.D., a memberexcept to the extent of our board of directors, is a Private Equity Partner of OrbiMed.its or his pecuniary interest therein, if any.

(9)

Puissance Capital Management LP, or PCM, is the investment manager of the Puissance Cross-Border Opportunities I LP. Puissance Capital Fund (GP) LLC and Puissance Capital Management (GP) LLC are the general partners of PCM. Theodore T. Wang, Ph.D., a member of our board of directors, is the managing member of the general partners and may be deemed to have voting and investment power over the shares.

2017 Direct Registered Offering

On October 23, 2017, we entered into two separate Securities Purchase Agreements, and sold an aggregate of 8,382,643 shares of our common stock for aggregate gross proceeds of approximately $50 million (the “2017 Direct Registered Offering”). The purchase price was $5.95 per share of common stock, except that the purchase price paid by KVP Capital L.P., which is affiliated with a director of the Company was $6.44 per share, which is equal to the closing price of the Company’s common stock on the Nasdaq Global Market on October 24, 2017.

Certain of our existing institutional investors, including the investors affiliated with one of our directors purchased an aggregate of 130,600 of shares of our common stock, for an aggregate purchase price of $841,064. These purchases were made on the same terms as the shares that were sold to other investors in the 2017 Direct Registered Offering and not pursuant to anypre-existing contractual rights or obligations.

Pursuant to one of the Purchase Agreements, we agreed to (a) appoint a representative of Fosun International Limited and its wholly-owned subsidiary Strong Influence Limited (together, “Fosun”) as anon-voting observer to the Board of Directors and (b) after the date, if ever, that Fosun were to beneficially own at least 15% of the Company’s then outstanding shares of common stock, appoint a representative of Fosun as a director of the Company upon Fosun’s request. These rights expire on the first date that Fosun ceases to own at least 90% of the shares it purchased in the 2017 Direct Registered Offering.

The following table provides details of the related parties’ participation in the 2017 Direct Registered Offering.

2018 Direct Registered Offering

On February 25, 2018, we entered into a Securities Purchase Agreement, which was subsequently amended and restated on March 5, 2018, with Fosun International Limited, a stockholder of the company, pursuant to which we sold an aggregate of 4,090,000 shares of our common stock, 3,000,581 shares of newly designated Series A Convertible Preferred Stock and warrants to purchase 1,418,116 shares of our common stock, or the 2018 Offering Warrants, for aggregate gross proceeds of approximately $59.1 million (the “2018 Direct Registered Offering”). The purchase price was $8.31 per share for both Series A Convertible Preferred Stock and common stock, which is equal to the closing price of the Company’s common stock on the Nasdaq Global Market on the day of pricing, February 23, 2018. The purchase price for each warrant was equal to $0.125 for each share underlying the 2018 Offering Warrants. We completed the closing of the 2018 Direct Registered Offering on March 5, 2018.

Sales Consulting Agreement with Puissance Capital Management

In January 2017, the Company entered into a sales consulting agreement with Puissance Capital Management, or PCM, to assist with business development activities in a key market in Asia. PCM is the investment manager of Puissance Cross Border Opportunities LLP, a stockholder in the Company. Theodore T. Wang, Ph.D., a member of the Company’s board of directors, is the managing member of the general partners of PCM for the year ended December 31, 2018. The sales consulting agreement has a term of one year with a total consideration of $1.3 million. This amount has been fully expensed in the first quarter of 2018.

Indemnification of Directors and Officers

Our certificate of incorporation and bylaws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his, her or its actions in that capacity regardless of whether we would otherwise be permitted to indemnify him, her or it under Delaware law.

In addition to the indemnification required in our certificate of incorporation and bylaws, we have enteredor will enter into indemnification agreements with each of our directors, officers and certain other employees at this time in the form approved by our board of directors and our stockholders. These agreements provide for the indemnification of our directors, officers and certain other employees for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were our agents.

ViewRay Technologies, Inc. (f/k/a ViewRay Incorporated)

Except as described below and except for compensation for employment or services provided in other roles, since January 1, 2015, ViewRay Technologies, Inc. (f/k/a ViewRay Incorporated) has not been, nor is there currently proposed, any transaction to which ViewRay Technologies, Inc. is or was a party in which the amount involved exceeds the lesser of $120,000 and 1% of the average of its total assets atyear-end for the last two completed fiscal years, and in which any of our current directors, executive officers, holders of more than 5% of any class of our voting securities or any of their respective affiliates or immediate family members, had, or will have, a direct or indirect material interest.

Series C Convertible Preferred Stock Financing Extension

In December 2014 and January 2015, ViewRay issued an aggregate of 935,248 shares of its Series C convertible preferred stock at a price per share of $17.40 for aggregate gross consideration of $16.3 million to 10

accredited investors, including the conversion of all outstanding principal and interest under outstanding convertible promissory notes (the “2014 Notes”) into shares of ViewRay Series C convertible preferred stock at a price of $17.40 per share. The aggregate gross consideration received from the sale of Series C convertible preferred stock was $6.1 million, and the aggregate gross consideration received from the conversion of all outstanding principal and interest of the 2014 Notes was $10.2 million. Shares of ViewRay Series C convertible preferred stock converted into our common stock on a 1:2.975 basis at the effective time of the Merger. The table below sets forth the number of shares of ViewRay Series C convertible preferred stock issued to our directors, executive officers or holders of more than 5% of ViewRay’spre-Merger capital stock, or an affiliate or immediate family member thereof.

In February 2015, ViewRay issued an aggregate of 862,068 shares of its Series C convertible preferred stock at a price of $17.40 per share for aggregate gross consideration of $15.0 million to one accredited investor. Shares of ViewRay Series C convertible preferred stock converted into our common stock on a 1:2.975 basis at the effective time of the Merger. The table below sets forth the number of shares of ViewRay Series C convertible preferred stock issued to our directors, executive officers or holders of more than 5% of ViewRay’spre-Merger capital stock, or an affiliate or an immediate family member thereof.

License Agreement with University of Florida Research Foundation, Inc.

In December 2004, we entered into a Standard Exclusive License Agreement with Sublicensing Terms with University of Florida Research Foundation, Inc., or UFRF, under which we licensed certain patents from UFRF in exchange for royalty payments and an equity issuance, or the UFRF License Agreement. We entered into an amendment of the UFRF License Agreement in December 2007. Since December 2004 to December 2018, we have paid UFRF $764,584$1,652,763 in royalties and $63,000 in patent and legal fees pursuant to the terms of the UFRF License Agreement. In addition, in December 2004, we have issued 11,312 shares of common stock to UFRF pursuant to the terms of the UFRF License Agreement, which required us to issue UFRF a certain number of shares of common stock upon execution of the UFRF License Agreement, as well as issue UFRF additional shares of common stock to maintain UFRF’s ownership of 5% of our outstanding equity until certain financing conditions were satisfied. We have satisfied these financing conditions in 2013 and have no further obligations to issue UFRF shares of our common stock pursuant to the terms of the UFRF License Agreement. Prior to the consummation of the Private Placement,private placement on 2015, UFRF was a beneficial owner of approximately 0.10% of our capital stock on anas-converted basis. In connection with his former employment at the University of Florida and his role in the development of the licensed patents under the UFRF License Agreement, as amended, James F. Dempsey, Ph.D., our Chief Scientific Officer and a member of our board of directors, receives a percentage of the royalty payments we pay to UFRF and is entitled to a percentage of any proceeds from the sale of common stock by UFRF. Specifically, under the University of Florida’s intellectual property policy, Dr. Dempsey is entitled to (i) 40% of any royalty payments we pay to UFRF or proceeds from the sale of common stock by UFRF of up to $500 thousand$500,000 and then (ii) 25% of any royalty payments we pay to UFRF or proceeds from the sale of common stock by UFRF over $500 thousand.$500,000.

Director and Executive Officer Compensation

Please see “Executive Compensation” and “Director Compensation” for information regarding compensation of directors and executive officers.

Employment Agreements

We have entered into employment agreements with our executive officers. For more information regarding these agreements, see “Executive Compensation—Narrative to 20162018 Summary Compensation Table and Outstanding Equity Awards at 20162018 Year End.”

Director and Officer Indemnification Agreements

We have enteredor will enter into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director (and in certain cases their related venture

capital funds) and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

Policies and Procedures for Related Party Transactions

Our board of directors has adopted a written related party transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 ofRegulation S-K, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds the lesser of $120,000 or 1% of the average of its total assets atyear-end for the last two completed fiscal years and a related person had, has or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. As provided by our audit committee charter, our audit committee will be responsible for reviewing and approving in advance the related party transactions covered by the company’sCompany’s related transaction policies and procedures.

DIRECTOR COMPENSATION

In connection with the Merger, in July 2015, weEffective January 1, 2018, our board of directors approved a compensation policy for ournon-employee directors, or the Director Compensation Program, who became our directors as a result of the Merger.Policy. Pursuant to the Director Compensation Program,Policy for 2018, eachnon-employee director receivesreceived an annual retainer of $40,000. Anynon-employee Chairman will receivereceived an additional annual cash retainer in the amount of $35,000 per year, and a lead independent director, if appointed, will receive an additional annual cash retainer in the amount of $7,500 per year.Non-employee directors receivereceived additional annual retainers of $10,000 for serving on the audit committee (or $20,000 for serving as the chair of the audit committee), $7,000 for serving on the compensation committee (or $15,000 for serving as the chair of the compensation committee) and $5,000 for serving on the nominating and corporate governance committee (or $10,000 for serving as the chair of the nominating and corporate governance committee) (such payments collectively, the “Annual Retainer”). In an effort to bring our director compensation program more in line with market practices, effective as of January 1, 2019, our board of directors approved an increase in the annual retainer, increasing it from $40,000 to $45,000 per year. Under the Director Compensation Program, retainers are to be paid to ournon-employee directors quarterly in arrears and arepro-rated for any partial quarter of service. However, from the Merger in July 2015 through September 2016, ournon-employee directors were not paid cash retainers. Instead, in September 2016,Policy, eachnon-employee director was granted that number of fullymay elect to receive the Annual Retainer payable in cash or vested restricted stock units having a grant date fair value equal to the amount of fees that was owed toDeferred Stock Units (“DSUs”). If thenon-employee director based on service fromelects to receive the MergerAnnual Retainer in July 2015 through such date. Thethe form of cash, the Annual Retainer will be paid in arrears in equal quarterly installments following the close of each calendar quarter, subject topro-ration (rounded down to the nearest month) if anon-employee director serves less than a full calendar quarter. All cash Annual Retainer payments will be paid no later than March 15 of the calendar year that follows the year in which the director’s services were performed. If thenon-employee director elects to receive the Annual Retainer in the form of DSUs, the underlying shares of our common stock underlying the restricted stock units will not be issued to thenon-employee directors until the earlier of the date thenon-employee director terminates service with us or upon a change of control of our companyCompany (as defined in our 2015 Equity Incentive Award Plan).

Under the 2018 Director Compensation Program,Policy, upon the director’s initial appointment or election to our board of directors, eachnon-employee director will receivereceived an option to purchase that number of shares of our common stock such that the award has an aggregate grant date fair value equal to $176,400. In addition, eachnon-employee director who has been serving as$176,400 (an “Initial Option”). Unless a director and will continue to serve as a director immediately following each annual stockholder meeting, will be automatically granted, on the date of such annual stockholder meeting,different vesting schedule is specified, an option to purchase that number of shares of our common stock such that the award has an aggregate grant date fair value equal to $70,200. The initial optionInitial Option will vest as to 1/36^th of the shares on each monthly anniversary of the applicable grant date, subject to continued service through each applicable vesting date. Eachnon-employee director who had been serving as a director and continued to serve as a director was automatically granted on the first trading day of January, an option to purchase that number of shares of our common stock such that the award has an aggregate grant date and the annual option will vestfair value equal to $100,000 (an “Annual Option”). The Annual Option vests as to 1/12^th of the shares on each monthmonthly anniversary of the applicable grant date, subject to continued service through such vesting date. In addition, pursuant to the terms of the Director Compensation Program,Policy, all equity awards outstanding and held by anon-employee director will vest in full immediately prior to the occurrence of a change in control (as defined in the applicable equity plan such awards were granted under).

In approving the Director Compensation Policy, our board of directors considered market data provided by our compensation consultant regarding compensation paid to directors of similarly situated companies in our industry and determined that the levels of cash director compensation, are appropriate. Our board of directors increased the value of the Annual grant of stock options from $70,000 to $100,000 in 2018, and then to $115,000 in 2019 in order to further align the interests of our directors and stockholders and bring our overall director compensation more in line with market practices. Commencing in 2019, the Initial Option value was reduced to $175,000.

In connection with his initial appointment to our board of directors, in April 2016,August 2018, we granted Dr. McKinnellMr. Grossman an optionInitial Option to purchase 19,55638,080 shares of our common stock at an exercise price equal to $4.45.$11.92 per share. The option vests as to 1/36^th of the shares on each monthly anniversary of April 11, 2016,August 1, 2018, subject to Dr. McKinnell’sMr. Grossman’s continued service through each applicable vesting date. The annual option grant to eachnon-employee director serving on our board of directors at our 2016 annual stockholder meeting was not granted under the Director Compensation Program because the board of directors opted to defer such grants.

20162018 Director Compensation Table

The following table sets forth information for the year ended December 31, 20162018 regarding the compensation awarded to, earned by or paid to ournon-employee directors.

Drs. Bonita and Gold did not hold any outstanding equity awards as of December 31, 20162018 because hethey resigned his service with us earlier in the year.

EXECUTIVE OFFICERS

The following is biographical information for our executive officers, including their ages as of April 1, 2017.18, 2019.

Chris A. RaanesScott W. Drake has served as our President and Chief Executive Officer and as a member of our board of directors since February 2013.July 2018. Please see Mr. Raanes’Drake’s biography set forth above in the section entitled “Proposal 1—Election of Directors.”

James F. Dempsey, Ph.D. has served as our Chief Scientific Officer since founding ViewRay in March 2004. Dr. Dempsey has been a member of the board of directors since January 2008. Please see Dr. Dempsey’s biography set forth above in the section entitled “Proposal 1—Election of Directors.”

Ajay Bansalhas served as our Chief Financial Officer since June 2016. Mr. Bansal previously served as the Chief Financial Officer of Onconova Therapeutics, Inc. (“Onconova”) from March 2013 to February 2016. He also served as a member of the Boardboard of Directorsdirectors of Onconova from March 2013 until immediately prior to the listing of Onconova’s common stock on the NASDAQNasdaq Global Market in July 2013. From May 2010 to March 2013, Mr. Bansal served as Chief Financial Officer of Complete Genomics Incorporated, a life sciences company. From June 2009 to January 2010, Mr. Bansal served as Chief Financial Officer of Lexicon Pharmaceuticals, Inc., a biopharmaceutical company. From March 2006 to October 2008, Mr. Bansal served as Chief Financial Officer of Tercica, Inc., a biopharmaceutical company. From February 2003 to January 2006, Mr. Bansal served as Chief Financial Officer of Nektar Therapeutics, also a biopharmaceutical company. Prior to joining Nektar Therapeutics, Mr. Bansal spent more than 15 years as a management consultant at Arthur D. Little, Inc., McKinsey & Company, Inc. and ZS Associates, Inc., in management roles at Novartis Corporation, a pharmaceuticals company, at Mehta Partners, a financial advisory firm, and at Capital One, a bank holding company. Mr. Bansal received a B.S. in Mechanical Engineering from the Indian Institute of Technology (Delhi) and an M.S. in Operations Research and an M.B.A. from Northwestern University.

Douglas H. KeareShar Matin has served as our Chief Operating Officer since April 2015.July 2018. Mr. KeareMatin has over 20 years of medical technology experience. He has led commercial and technical teams in the United States, Europe and Asia. Previously, he served as Chief Operating Officer of Spectranetics from April 2007 to November 2017. Before joining Spectranetics, Matin was the Business Unit Director for Boston Scientific’s cardiac rhythm management operations in China from August 2003 to March 2007. He also served in several commercial and engineering roles at Guidant Corporation. Mr. Matin also serves on the board of directors of the Fitzsimons Redevelopment Authority in Aurora, Colorado. He earned a BS in Mechanical Engineering from the University of California, Berkeley, with honors, and an MBA from Harvard Business School.

James Alecxih has served as our Chief Commercial Officer since September 2018. He previously served as Founder and CEO of Luminosity Professional Services, a firm specializing in medical device executive experience. Before joining ViewRay, Mr. Keare was doing consulting work with and/or advising a number of startup companiescommercialization in the U.S. and international markets, from January 2014 to April 2015. He founded and served as CEO of RallyOn, Inc., a software company focused on corporate health and wellness, from October 20082016 to December 2013.2017. Prior to that, Mr. Keare served ashe was the Vice President of Customer and Technical SupportWorldwide Sales at Accuray Inc.Nevro, which manufactures a spinal stimulation device to treat chronic pain, from December 20022017 to January 2007. Mr. KeareJuly 2018. Previous roles also include 14 years at Intuitive Surgical where he served as the President and Chief Operating Officer for Pricing Dynamics from July 2000 to July 2002. He held several positions at ADAC Laboratories in Customer Support, Operations and Quality from October 1992 to March 1999. AsSenior Vice President of Quality, he led ADAC’s successful effort to win the Malcolm Baldridge National Quality AwardSales for North America, South America, Australia and New Zealand, along with a variety of sales management roles at Johnson & Johnson’s Ethicon Endo-Surgery. Mr. Alecxih holds a Bachelor of Arts degree in 1996. Mr. Keare received a B.A. in EconomicsBusiness from Dartmouth College and an M.B.A. from Stanford University’s Graduate School of Business.Le Tourneau University.

EXECUTIVE COMPENSATION

The following is a discussion and analysis of compensation arrangements of our named executive officers, or NEOs. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

We seek to ensure that the total compensation paid to our executive officers is reasonable and competitive. Compensation of our executives is structured around the achievement of individual performance and near-term corporate targets as well as long-term business objectives.

Our NEOs for 20162018 were as follows:

Mr. Chandler resigned his employment with us in June 2016 and Mr. Bansal commenced service as our Chief Financial Officer in June 2016.

20162018 Summary Compensation Table

The following table sets forth total compensation paid to our named executive officers for the years ended December 31, 20162018 and December 31, 2015. For2017. Messrs. Drake, Matin and Alecxih were not employed by the portion of fiscal year 2015Company prior to the Merger in July 23, 2015, the amounts for each NEO (except Mr. Bansal) include compensation received from ViewRay.2018.

Outstanding Equity Awards at 20162018 Fiscal Year End

The following table lists all outstanding equity awards held by our NEOs as of December 31, 2016. Mr. Chandler held no outstanding equity awards as of December 31, 2016 because his employment terminated in June 2016.2018.

Narrative to 20162018 Summary Compensation Table and Outstanding Equity Awards at 20162018 Year End

In connection with the Merger, Mr. Raanes, Dr. Dempsey and Mr. Chandler continued to be employed with us under the terms of their employment agreement or offer letter, as applicable, with ViewRay. Mr. Chandler entered into a transition and separation agreement with us in June 2016 in connection with his resignation of employment. Mr. Bansal entered into a new offer letter with us in connection with his commencement of employment with us in June 2016.

Employment Agreement with Chris A. RaanesScott W. Drake

In January 2013,July 2018, ViewRay entered into an employment agreement with Mr. Raanes,Drake, or the RaanesDrake Agreement, pursuant to servewhich Mr. Drake serves as our President and Chief Executive Officer and was appointed as a member of our board of directors, providingdirectors. The Drake Agreement provides for Mr. Drake’s minimum annual base salary, target annual bonus opportunity and standard employee benefit plan participation. Mr. Raanes’ base salary is subject to annual increases in the sole discretion of the board of directors. Mr. Raanes’Drake’s base salary for 20162018 was $415,000,$700,000, and he hadthe agreement provides for an annual bonus target of 50%100% of base salary that ismay be earned based on the achievement of certain milestones. Please see the section below titled “TermsCompany and Conditions of Annual Bonuses” for a further descriptionindividual performance goals. ViewRay also granted an option to purchase 1,925,000 shares of the annual bonuses awardedCompany’s common stock and 1,155,000 restricted stock units to Mr. Raanes.Drake in consideration of his agreement to join the Company. Under the RaanesDrake Agreement, Mr. Raanes’Drake’s employment is terminableat-will. Mr. RaanesDrake has also executed ViewRay’s standard confidential information and invention assignment agreement, which contains certainnon-competition covenants.

The Raanes Agreement also providesIn the event that Mr. Raanes with certain severance and change in control benefits. Mr. Raanes’ was eligible to participate in any carveout plan that ViewRay adopted, with minimum levels of compensation at various transaction price levels as set forth inDrake’s employment were terminated by the Raanes Agreement. ViewRay never adopted any such carveout plan prior to the Merger (and as a result Mr. Raanes was not eligible for any such carveout payments).

In addition, pursuant to the Raanes Agreement, if Mr. Raanes’ employment is terminatedCompany without cause or Mr. Raanes resignsDrake were to resign for “good reason” (asgood reason (each as defined below)in the Drake Agreement), subject to his executing and not revoking a general release of all claims, then Mr. Drake would become entitled to receive (i) payment that is equal to two times the sum of his base salary and target performance bonus as determined and in effect at the date of the termination, payable in equal installments over the24-month period following his termination, (ii) payment of twelve monthly amounts for the difference between the monthly COBRA premium cost and the monthly contribution previously paid by Mr. Drake, and (iii) accelerated vesting of all of Mr. Drake’s equity awards that would otherwise (absent the termination) have vested during the 24 months following his termination date. Mr. Drake would have 12 months from the termination date to exercise vested stock options.

If Mr. Drake’s employment were to be terminated by the Company without cause or Mr. Drake were to resign for good reason at any time three months prior to or 18 months following a change of control (as defined in our 2015 Equity Incentive Award Plan), then all equity awards granted to Mr. Drake would become vested and exercisable as of the vestingdate of such termination.

Separation Agreement with Chris A. Raanes

Mr. Raanes resigned his employment with us effective July 22, 2018; he and exercisabilityViewRay entered into a separation agreement. In the agreement, Mr. Raanes released claims against us and our affiliates. He was paid his 2018pro-rated performance bonus of $155,944, which was calculated based on the number of days he served as Chief Executive Officer in 2018 and was determined using (i) actual performance for the first and second quarters of 2018, and (ii) targeted performance for the third and fourth quarters of 2018. Mr. Raanes has been working and will continue to work for ViewRay as a consultant for one year, receiving compensation at a rate equivalent to his base salary prior to termination of $475,000 per year. For twelve months following the termination month, the Company will reimburse Mr. Raanes for the cost of COBRA medical insurance premiums. While serving as a consultant, Mr. Raanes’ initialequity grants will continue to vest. The post-termination exercise period of his stock options was extended to the later of July 22, 2019 or six months from the final date of his consulting services.

Employment Agreement with Shar Matin    

Effective as of July 2018, we entered into an employment agreement with Mr. Matin that provides for employment onat-will basis and specifies Mr. Matin’s minimum annual base salary, annual target bonus opportunity, equity awards and certain other benefits. Mr. Matin’s annual base salary for 2018 was $425,000 and his target annual bonus percentage for 2018 was 75% of base salary which may be earned based on the achievement of certain Company and individual performance goals. ViewRay also granted an option granted underto purchase 962,500 shares of the Raanes Agreement will accelerateCompany’s common stock and 577,500 restricted stock units to Mr. Matin in full.consideration of his agreement to join the Company.

The employment agreement also provides Mr. Matin with certain severance and change of control benefits. In the event that Mr. Raanes isMatin’s employment were terminated by the Company without cause or Mr. Matin resigns for good reason (each as defined in his employment agreement), subject to his executing and not revoking a general release of all claims, then Mr. Raanes will becomeMatin would be entitled to receive (i) a severance payment that is equal to 12 monthsthe sum of his annual base salary and target performance bonus as determined and in effect at the date of the termination, payable in substantially equal installments over the12-month period following his termination, (ii) a lump sum cash payment equal to apro-rated portion of his annual performance bonus payable on the later of (a) the annual date bonuses are made to current employees and (b) the first installment paymenttwelve monthly amounts for the base salary severance,difference between the monthly COBRA premium cost and the monthly contribution previously paid by Mr. Matin, and (iii) payment or reimbursement by us of COBRA premiums for up to 12 months, and (iv) accelerated vesting of all of Mr. Raanes’ option granted under the Raanes Agreement with respect to that number of sharesMatin’s equity awards that would otherwise (absent the termination) have vested had he remained employed withduring the company24 months following his termination date. Mr. Matin would have 12 months from the termination date to exercise vested stock options.

If Mr. Matin’s employment were to be terminated by the Company without cause or Mr. Matin were to resign for an additional 12 months.

Under the Raanes Agreement, “changegood reason at any time three months prior to or 18 months following a change of control” means (i) a sale ofcontrol (as defined in our 2015 Equity Incentive Award Plan), then all or substantially allequity awards granted to Mr. Matin would become vested and exercisable as of the assets of the company and its subsidiaries taken as a whole or (ii) a merger, consolidation or other similar business combination involving the company, if, upon completiondate of such transaction, the beneficial owners of voting equity securities of the company immediately prior to the transaction beneficially own less than 50% of the successor entity’s voting equity securities; provided that “change of control” will not include a transaction where the consideration received or retained by the holders of the then-outstanding capital stock of the company does not consist primarily of (a) cash or cash equivalent consideration, (b) securities which are registered under the Securities Act or any successor statute thereto, or (c) securities for which the company or any other issuer thereof has agreed, including pursuant to a demand, to file a registration statement within 90 days of completion of the transaction for resale to the public pursuant to the Securities Act.

Under the Raanes Agreement, “cause” means Mr. Raanes’ (i) dishonesty of a material nature; (ii) theft or embezzlement of our funds or assets; (iii) conviction of, or guilty or no contest plea to, a felony charge or

misdemeanor involving moral turpitude, or the entry of a consent decree with any governmental body; (iv) noncompliance in any material respect with any laws or regulations, foreign or domestic; (v) violation of any express direction or any rule, regulation or policy established by the board of directors that is consistent with the terms of the Raanes Agreement; (vi) material breach of the Raanes Agreement or material breach of Mr. Raanes’ fiduciary duties to the company; (vii) gross incompetence, gross neglect or gross misconduct in the performance of his duties; or (viii) repeated and consistent failure to perform the duties under the Raanes Agreement during normal business hours except during vacation periods or absences due to temporary illness. If the board of directors determines in good faith that cause exists, Mr. Raanes will be given written notice by the board of directors that provides the factual basis for the determination prior to that determination being final and Mr. Raanes will have 10 business days to respond and to attempt to cure the condition, although no cure period need be offered if the board of directors reasonably determines that the conditions are not subject to cure.

Under the Raanes Agreement, “good reason” means a resignation that occurs within 30 days following Mr. Raanes’ first having knowledge of any (i) material reduction in his base salary, (ii) material breach of the Raanes Agreement by the company, or (iii) material diminution of Mr. Raanes’ title as Chief Executive Officer or responsibility as Chief Executive Officer imposed by the board of directors (other than in response to an event constituting cause). With respect to subsection (i), any reduction consistent with general reductions in the base salaries of other executives as part of a plan to avoid insolvency or manage any financial distress or hardship of the company will not be deemed to constitute a material reduction in his base salary; and with respect to subsection (ii), good reason will only exist where Mr. Raanes’ has provided the company with written notice of the breach and the company has failed to cure such breach within 10 business days of such written notice.termination.

Offer Letter to James F. Dempsey, Ph.D.Alecxih

In October 2010, ViewRayEffective as of September 2018, we entered into an offer letter with Dr. DempseyMr. Alecxih that provides for employmentat-will and annual base salary, annual target bonus, optionequity awards and certain other benefits. Dr. Dempsey’sMr. Alecxih’s base salary for 20162018 was $260,000. In addition,$360,000 and his target annual bonus percentage for 2016, Dr. Dempsey has an annual target bonus of 35%2018 was 45% of base salary awarded based on the achievement of certain milestones. In addition for 2019, Mr. Alecxih may earn up to $325,000 based on the achievement of targeted order tiers. Please see the section titled “Terms and Conditions of Annual Bonuses” below for a further description of the annual bonuses awarded to Dr. Dempsey. His offer letters also contain certainnon-disparagement andnon-competition restrictive covenants (during Dr. Dempsey’s employment and for 12 months following termination). The offer letter also provides Dr. Dempsey with certain severance and change of control benefits.

In the event that Dr. Dempsey is terminated without cause, subject to executing and not revoking a general release of all claims, then Dr. Dempsey is entitled to receive a severance payment equal to 12 months of his base salary plus his annual bonus for the year preceding the termination date, payable in substantially equal installments over thesix-month period following his termination.

“Change of control” has the same meaning as under the Raanes Agreement. “Cause” means Dr. Dempsey’s (i) willful failure to perform his material duties, other than a failure resulting from his complete or partial incapacity due to long-term physical or mental illness or impairment, (ii) willful act that constitutes gross misconduct and that is injurious to the company, (iii) willful breach of a provision of the offer letter, (iv) material or willful violation of a federal or state law or regulation applicable to the business of the company, or (v) conviction or plea of guilty or no contest to a felony.

Offer Letter to Ajay Bansal

Effective as of June 2016, we entered into an offer letter with Mr. Bansal that provides for employmentat-will and annual base salary, annual target bonus, option awards and certain other benefits. Mr. Bansal’s base salary for 2016 was $330,000(pro-rated for his partial service) and his target annual bonus percentage for 2016 was 45%. Please see the section titled “Terms and Conditions of Annual Bonuses” below for a further description of the annual bonuses awarded to Mr. Bansal. Mr. Bansal’s offer letter also contains asign-on bonus equal to

$75,000 in the aggregate, whereby $25,000 will be paid to Mr. Bansal in December 2016, March 2017 and June 2017, subject to Mr. Bansal’s continued employment through the applicable payment date. For the December 2016 payment, Mr. Bansal’ssign-on bonus was settled when the company issued to him fully vested restricted stock units.bonuses. The offer letter also includes the promise to grant an optionequity awards as discussed in more details below under the section entitled “Terms“Terms and Conditions of Equity Awards,,” wherebyand provides that the optionunvested portion of the equity awards will accelerate in fullvest on the date of his termination in the event he is terminated by the Company without “cause” (as defined below)cause or he resigns for “good reason” (as defined below)good reason within 12 months following a “changechange of control” (ascontrol (cause, good reason, and change in control, each as defined below). In addition, in the event we closed an equity financing transaction in 2016, we would grant Mr. Bansal an addition option to up to an amount of our common stock equal to 1% of the number of shares of common stock issued by us in such financing transaction. His offer letters also contain certainnon-disparagement and confidential information restrictive covenants.letter).

The offer letter also provides Mr. BansalAlecxih with certain severance and change of control benefits. In the event that Mr. Bansal isAlecxih’s employment were terminated by the Company without cause or Mr. Alecxih resigns for good reason, subject to executing and not revoking a general release of all claims, then Mr. Bansal isAlecxih would be entitled to receive a severance payment equal to six months of his base salary plus 50% of his annual bonus for the year preceding the termination date, payable in substantially equal installments over thesix-month period following his termination. “Change of control” has the same meaning as under the Raanes Agreement. “Cause” has the same meaning as under Dr. Dempsey’s offer letter. “Good reason” means the occurrence of one or more of the following conditions, without Mr. Bansal’s consent and without remedy by the company: (i) a material reduction in his compensation, including but not limited to his level of base salary and annual bonus opportunity, other than reductions approved by the board of directors that are applicable to all employees; (ii) a material,non-voluntary, reduction in his authority, duties, position, title or responsibilities or a material, adverse change in his reporting structure; or (iii) a reduction in the kind or level of his benefits to which he was entitled immediately prior to such reduction, other than reductions approved by the board of directors that are applicable to all employees of the company.date.

Separation Agreement with D. David Chandler

In October 2010, ViewRay entered into an offer letter with Mr. Chandler on substantially similar terms to Dr. Dempsey’s offer letter. Mr. Chandler resigned his employment with us effective as of June 8, 2016. In connection with Mr. Chandler’s resignation and in consideration of his release of claims against us and our affiliates, on June 8, 2016, the Company entered into a separation agreement with Mr. Chandler. Under the separation agreement, Mr. Chandler will receive, among the other benefits provided for in the separation agreement, (i) cash payments equal to Mr. Chandler’s base salary at the rate in effect immediately prior to the separation date for the six months following the separation date, (ii) a cash payment of $19,828 (which amount is equal to 50% of Mr. Chandler’s 2015 annual performance bonus amount), (iii) within thirty (30) days following the payment to other executives of their 2015 bonuses, a cash payment of $39,655 (which amount is equal to Mr. Chandler’s 2015 annual performance bonus amount) and (iv) $4,438 which represents consulting fees paid to Mr. Chandler for transition related services performed after June 8, 2016.

Terms and Conditions of Annual Bonuses

For 2016,2018, all of the NEOs were eligible for cash performance-based bonuses pursuant to the achievement of certain performance objectives. The performance targets are approved annually by our board of directors. When determining the 20162018 performance bonus program for the NEOs, in late 2015,2017, the board of directors set certain performance goals, using a mixture of performance objectives after receiving input from Mr. Raanes, who was then our Chief Executive Officer. These performance objectives included certain revenue, gross margin, financial and product development measures. There was no specific weighting for each performance goal when determining the overall bonus amount, and instead the board of directors evaluated the overall achievement of all performance goals based on the importance to the success of the company.Company. For each of these performance goals under the annual bonus program, the board of directors set general performance goals, but there was no minimum or maximum achievement for each performance target; instead, the board of directors weighed the achievement, partial achievement ornon-achievement for each performance target when deciding the overall achievement level.

These performance goals were not expected to be attained based on average or below-average performance. The board of directors intended for the performance targets to require significant effort on the part of the NEOs and, therefore, set these targets at levels they believed would be difficult to achieve, such that average or below-average performance would not satisfy these targets.

Each NEO’s target bonus opportunity is expressed as a percentage of base salary which can be achieved by meeting corporateor exceeding the performance goals. For each of the NEOs, his target bonus opportunity is originally set in his employment agreement or offer letter, as applicable, with the companyCompany as described above. The board of directors reviews these target percentages to ensure they are adequate, and, while reviewing these target percentages the board of directors does not follow a formula but rather uses the factors described below as general background information prior to determining the target bonus opportunity ratesthat will apply for the upcoming year for the participating NEOs. The board of directors sets these rates based on each participating executive’s experience in his role with the companyCompany and the level of responsibility held by each executive, which the board of directors believes directly correlates to his ability to influence corporate results. For 2016,2018, the board of directors used a guideline target bonus opportunity of 50%100% for Mr. Raanes, 35%Drake, 75% for Dr. Dempsey and Mr. ChandlerMatin, and 45% for Mr. Bansal. TheAlecxih. As described above under “Separation Agreement with Chris A. Raanes” he received apro-rated 2018 bonus payable to Mr. Bansal is subject topro-ration forin connection with his partial yearJuly 2018 termination of service because he commenced employment with us in June 2016.employment.

Corporate goals and performance targets are reviewed and approved by the board of directors prior to any allocation of the annual bonuses. In early 2017,2019, the board of directors reviewed our 2016 company-wide2018 Company-wide performance with respect to determining bonuses for current executive officers and determined achievement of the performance goals at 100%0%. Following its reviewThe board of directors thus awarded no cash bonuses to the current NEOs. In regard to the former President and determinations,CEO Mr. Raanes, who resigned in July 2018, the board of directors awarded cash bonuses to the NEOs at 100% of their target bonus opportunity ($207,500 for Mr. Raanes, $91,000 for Dr. Dempsey and $83,811 for Mr. Bansal). Mr. Bansal’s bonus wasapproved a 2018pro-rated for his partial yearperformance bonus of service. The NEOs’ 2016 annual bonuses are$155,944, which is set forth in the “2016“2018 Summary Compensation Table” above.

Terms and Conditions of Equity Awards Granted in 2018

Mr. Bansal was the only NEO to receive an option grant in 2016. In connection with the commencement of employment with us in June 2016, we granted Mr. Bansal an option to purchase 550,000 shares of our common stock, at an exercise price per share equal to $4.60. In September 2016, after the closing of an equity financing transaction and pursuant to his offer letter, we granted Mr. Bansal another option to purchase 59,832 shares of our common stock, at an exercise price equal to $3.58. The options will vest and become exercisable with respect to 25% of the shares on the first anniversary of the date of grant and thereafter as to 1/48^th of the aggregate shares in substantially equal monthly installments, subject to Mr. Bansal continuing to provide services to us through the applicable vesting date. In December 2016, we granted Mr. Bansal 7,507 restricted stock units in satisfaction of the $25,000sign-on bonus payable to him in December 2016 pursuant to his offer letter agreement. The restricted stock units were fully vested on the date of grant.

Terms and Conditions of 401(k) Plan

In June 2008, ViewRay adopted thesponsors a 401(k) Retirement Savings Plan for employees, which we assumed in connection with the Merger.employees. Under the 401(k) plan, employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to the 401(k) plan. We domade matching contributions in 2018 equal to 31.5% of participant deferrals, but did not currently make any matching contributions under our 401(k) plan.in 2017.

Equity Compensation Plan Information

The following table provides certain information as of December 31, 2016,2018, with respect to all of our equity compensation plans in effect on that date.

The 2018 Plan was adopted by our board of directors as of July 22, 2018 and was not approved by our stockholders in accordance with the exception from the requirement for the Company’s stockholders to approve equity incentive plans under Nasdaq Listing Rule 5635(c)(4). The purpose of the 2018 Plan is to further the long -term stability and success of the Company by providing a program to reward selected individuals hired as employees of the Company with grants of inducement awards. Unless otherwise provided in the 2018 Plan, the operative terms of any inducement awards granted under the 2018 Plan will adhere to the terms and conditions of the 2015 Plan. The board of directors (or any committee of the board to whom such authority has been delegated) approves the shares that may be issued under the 2018 Plan, which shares do not count against the shares reserved for issuance or per participant limits that apply under the 2015 Plan. Our board of directors or such committee determines the type, size, exercise price, if applicable, and the methods by which any award granted under the 2018 Plan may be exercised, if applicable, cancelled, forfeited or suspended. The board of directors or such committee may amend the 2018 Plan as it deems advisable and the Board may terminate the 2018 Plan at any time, except with regard to outstanding awards.

INFORMATION ABOUT STOCK OWNERSHIP

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information as to the beneficial ownership of our common stock as of MarchDecember 31, 20172018, unless noted otherwise, for:

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to common stock warrants, options that are currently exercisable or exercisable within 60 days of MarchDecember 31, 2017,2018, and restricted stock units that vest within 60 days of MarchDecember 31, 2017,2018, are deemed to be outstanding and to be beneficially owned by the person holding such securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Percentage ownership of our common stock in the table is based on 56,086,58396,332,023 shares of our common stock issued and outstanding on MarchDecember 31, 2017.2018. Unless noted otherwise, indicated, the address of each of the individuals and entities named below is c/o ViewRay, Inc., 2 Thermo Fisher Way, Oakwood Village, Ohio 44146.