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 (Amendment No.    )

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 12, 202011, 2021

To the Stockholders of ViewRay, Inc.:

NOTICE IS HEREBY GIVEN that the 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) of ViewRay, Inc., a Delaware corporation (referred to herein as the “Company”,“Company,” “we” or “our”), will be held virtually via live audio webcast on June 12, 2020,11, 2021, at 8:30 a.m. Pacific Time, for the following purposes:

These proposals are more fully described in the Proxy Statement following this Notice. Only stockholders who owned our common stock at the close of business on April 17, 202019, 2021 (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 April 24, 202029, 2021 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 24, 2020.29, 2021. 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/VRAY2020,VRAY2021, 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 and time 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. 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.

The Boardboard of Directorsdirectors recommends that you vote (i) FOR the election of the Class IIIII director nominees named in Proposal No. 1, (ii)FOR the amendment to our Certificate of Incorporation to phase out the classified structure of our board of directors as described in Proposal No. 2, (iii) FOR the ratification of the selection, by the audit committee and our board of directors, of Deloitte & Touche LLP as our independent registered public accounting firm as described in Proposal No. 23 for the fiscal year ending December 31, 2020, (iii)FOR the approval of the Amended & Restated 2015 Equity Incentive Award Plan as described in Proposal No. 3,2021, and (iv) for holding future advisory votes on executive compensation every1 YEAR as described in Proposal No. 4, and (v) FOR the approval, on an advisory basis, of ViewRay’s executive compensation as described in Proposal No. 5.4.

Oakwood Village, Ohio

April 24, 202029, 2021

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 20202021 ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL FOR THE

STOCKHOLDER MEETING TO BE HELD ON JUNE 12, 202011, 2021

The board of directors of ViewRay, Inc. is soliciting your proxy to vote at our 20202021 Annual Meeting of Stockholders to be held virtually via live audio webcast on June 12, 2020,11, 2021, at 8:30 a.m. Pacific Time, and any adjournment or postponement of that meeting (the “Annual Meeting”). The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/VRAY2020,VRAY2021, where you will be able to listen to the meeting live, submit questions and vote online. To participate in the Annual Meeting, you will needthe 16-digit control number included on the Notice of Internet Availability of Proxy Materials or on the proxy card that you request and receive by mailor e-mail.

This Proxy Statement is dated as of April 24, 2020.29, 2021. 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.

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies bytelephone, 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 theirreasonable out-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 17, 202019, 2021 (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 mailor e-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 24, 202029, 2021 and are mailing the Notice of Internet Availability of Proxy Materials to all stockholders entitled to vote at the Annual Meeting on or about April 24, 2020.29, 2021. We intend to mailor e-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 mailor e-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 147,399,273161,740,251 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 by remote communication or represented by proxy, to hold the Annual Meeting.

The Company’s Annual Report onForm 10-K, which contains financial statements for fiscal year 2019December 31, 2020 (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 147,399,273161,740,251 shares of common stock issued and outstanding and entitled to vote. A list of stockholders entitled to vote at the Annual Meeting will be available during the Annual Meeting by visiting www.virtualshareholdermeeting.com/VRAY2021 and for ten days prior to the meeting during normal business hours at our offices at 2 Thermo Fisher Way, Oakwood Village, Ohio 44146. If you wish to examine the list, you may contact our Corporate Secretary, and arrangements will be made for you to review the list.

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 may: vote electronically at the Annual Meeting; vote by proxy on the Internet or by telephone; 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 mailor e-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 electronically 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 fivefour 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:

Even if you plan to participate in the Annual Meeting online, we recommend that you also vote by proxy as described above so that your vote 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 11, 2020.10, 2021. Even if you have submitted your vote before the Annual Meeting, you may still attend the virtual Annual Meeting and vote 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 the instructions to submit your vote by the Internet or telephone, if those instructions provide for Internet and telephone voting. To vote 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?

Broadridge Financial Solutions, Inc. (“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, Broadridge will access and tabulate your vote electronically, and if you have requested and received proxy materials via mailor e-mail and choose to sign and mail your proxy card, your executed proxy card is returned directly to Broadridge 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 Broadridge 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 andbroker non-votes for each nominee. For Proposal 2, Proposal 3, and Proposal 5,4, the Inspector of Election will separately count “For” and “Against” votes, abstentions andbroker non-votes. Fornon-votes, Proposal 4, the Inspector of Election will separately count “1 year,” “2 year,” and “3 year” votes, abstentions and brokernon-votes.if any. 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 respectto “non-routine” items. See below for more information regarding: “What are “broker non-votes”?” and “Which ballot measures are considered “routine” and “non-routine”?”

What are“broker non-votes”?

Broker non-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 mattersdeemed “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 “routine,” but not with respectto “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 asbroker non-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, 20202021 (Proposal 2)3) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore nobroker non-votes are expected to exist in connection with Proposal 2.3. The election of directors (Proposal 1), vote on the Amended & Restated 2015 Equity Incentive Award Planamendment to our Certificate of Incorporation to phase out the classified structure of our board of directors (Proposal 3), advisory vote on the frequency of future advisory votes on executive compensation (Proposal 4)2), and advisory vote to approve ViewRay’s executive compensation (Proposal 5)4) areconsidered non-routine under applicable rules. A broker or other nominee cannot vote without instructionson non-routine matters, and therefore there may bebroker non-votes on Proposal 1, Proposal 3, Proposal 42, and Proposal 5.4.

How many votes are needed to approve the proposal?

With respect to Proposal 1, the election of directors, the three nominees receiving the highest number of “For” votes will be elected. “Withheld” votes andbroker non-votes will have no effect on the outcome of this proposal.

With respect to Proposal 2, the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then-outstanding shares voting stock entitled to vote at an election of directors (“Voting Stock”) of the Company outstanding as of the record date, voting together as a single class, is required for approval. Abstentions and broker non-votes will have the same effect as votes “against” this proposal.

With respect to Proposal 3, the affirmative vote of the majority of votes cast (excluding abstentions) is required for approval. Abstentions andbroker non-votes will have no effect on the outcome of this proposal.

With respect to Proposal 3,4, 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.

With respect to Proposal 4, the choice receiving the greatest number of votes will be considered the frequency recommended by the Company’s stockholders. Abstentions andbroker non-votes will have no effect on the outcome of this proposal.

With respect to Proposal 5, 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 that Proxy Card does not specify how your shares are to be voted, your shares will be voted “For” the election of each of the three nominees for director, “For” the amendment to our Certificate of Incorporation to phase out the classified structure of our board of directors, “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 for the year ending December 31, 2020, “For” the approval of the ViewRay, Inc. Amended & Restated 2015 Equity Incentive Award Plan, for “1 year” as the recommended frequency of future advisory votes on executive compensation,2021, and “For” the approval, on an advisory basis, of ViewRay’s executive compensation. 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

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 mailor e-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 25, 2020,30, 2021, 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 12, 202111, 2022 and March 14, 2021;13, 2022; provided that if the date of that annual meeting is more than 30 days before or more than 60 days after June 12, 2021,11, 2022, 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 Amended and Restated Bylaws (the “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 by remote communication or represented by proxy at the Annual Meeting. On the Record Date, there were 147,399,273161,740,251 shares of common stock outstanding and entitled to vote.

Annual Meeting, even if the proxy results in abroker non-vote due to the absence of voting instructions from you. Abstentions andbroker non-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 by 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 onForm 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Reporton Form 8-K within four business days of the day the final results are available.

Attending the Annual Meeting

The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/VRAY2020,VRAY2021, where you will be able to listen to the meeting live, submit questions and vote online. To participate in the Annual Meeting, you will needthe 16-digit control number included on the Notice or on the proxy card that you request and receive by mailor e-mail.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our board of directors is divided into three classes. Each class consists, as nearly as possible,of one-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.

The board of directors currently consists of nine 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.

Daniel Moore, Gail Wilensky, Ph.D.,Mr. Huennekens’ term as a director will end at the Annual Meeting and Kevin Xie, Ph.D. havehe is not standing for election. Karen N. Prange has been nominated for election at the Annual Meeting to serve as Class IIIII director. Dr. Castelein and Mr. Roberts have also been nominated for election at the Annual Meeting to serve as Class III directors. Effective immediately following the Annual Meeting, our board of directors will consist of nine members.

Each director to be elected at the Annual Meeting will hold office from the date of his or her election by the stockholders until the third subsequent annual meeting of stockholders and until that director’s successor is duly elected and has been qualified, or until that director’s earlier death, resignation or removal.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, those shares will be voted for the election of those substitute nominees 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. However, under our corporate governance guidelines, any nominee for director in an uncontested election (i.e., an election where the only nominees are those recommended by the Boardboard of Directors)directors) who receives a greater number of votes “withheld” from his or her election than votes “for” such election (a “Majority Withheld Vote”) will, within five business days of the certification of the shareholder vote by the inspector of elections, tender a written offer to resign from the Board. The Nominating and Corporate Governance Committee will promptly consider the resignation offer and recommend to the Boardboard of Directorsdirectors whether to accept it. The Nominating and Corporate Governance Committee will consider all factors its members deem relevant in considering whether to recommend acceptance or rejection of the resignation offer. The Board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following the certification of the shareholder vote by the inspector of elections. In considering whether to accept the resignation offer, the Board will consider the factors considered by the Nominating and Corporate Governance Committee and any additional information and factors that the Board believes to be relevant. Any director who tenders his or her offer to resign from the Board pursuant to this provision shall not participate in the Nominating and Corporate Governance Committee or Board deliberations regarding whether to accept the offer of resignation.

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 April 17, 2020:19, 2021:

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 2023 Annual Meeting of Stockholders

Daniel Moore has served as a member of our board of directors and our chair since February 2018. Mr. Moore has served as Chairman of the board of directors for medical device company LivaNova, PLC (NASDAQ: LIVN) since 2015. He has served as a member and Chairman of the board of directors for GI Dynamics, Inc. (ASX: GID), a medical device company since 2014. In addition, he previously served as a member of the board of directors of TriVascular (NASDAQ: TRIV), a medical device company, from 2010 to 2016. From 2007 to 2015, Mr. Moore served as Chief Executive Officer as well as a member of the board of directors of Cyberonics, Inc. (NASDAQ: CYBX), a medical device company. From 2012 until 2019, Mr. Moore served as a member of the board of directors (past-Chairman) of medical device company, BrainScope Company, Inc. He served as a member of the board of directors for Topera, Inc., a medical device company, from 2013 to 2015. From 1989 to 2007, Mr. Moore held various positions in sales, marketing and senior management for Boston Scientific Corporation (NYSE: BSX). Mr. Moore also serves on the board of directors of the BioHouston Executive Committee, the Weldon School of Biomedical Engineering Advisory Board and the Epilepsy Foundation of America. Other past board positions include the Medical Device Innovation Consortium, the Medical Device Manufacturers Association (past-Chairman), Smiling Kids, Inc., the Epilepsy Foundation of Texas (past-Chairman) and the Epilepsy Foundation of Texas-Houston (past-President). Mr. Moore holds a B.A. from Harvard University, and an M.B.A. from Boston University. We believe Mr. Moore is qualified to serve on our board of directors based on his diverse domestic and global business experience in the medical device industry.

Gail Wilensky, Ph.D. has served as a member of our board of directors since July 2019. Dr. Wilensky has served as a Senior Fellow at Project HOPE, an internationalnon-profit health foundation, since January 1993. She has served as a member of the board of directors of UnitedHealth Group, Inc. (NYSE: UNH), a health and well-being services company, since January 1993. Dr. Wilensky has served as a member of the board of directors of Quest Diagnostics, Inc. (NYSE: DGX), a diagnostic testing and information company, since January 1997. She served in the Department of Defense as President and Chair, Health Care Advisory Subcommittee from September

Brian K. Robertshas served as a member of our board of directors since December 2015. Since January 2018,September 2020, Mr. Roberts has served as President and Chief FinancialExecutive Officer of Tarveda Therapeutics, Inc., a biopharmaceutical company. Sincecompany, where he also served as Chief Financial Officer from January 2018 to September 2020. From July 2016 to April 2020, he has served as a member of the board of directors for Valeritas Holdings, Inc.

Medical Systems, Inc., and from September 1986 to August 1989, Mr. Huennekens served as an Audit Senior for Deloitte & Touche. Since 2009, Mr. HuennenkensHuennekens has served as a member of the board of directors, and from 2014 to 2016 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.B.A. from the Harvard Business School. We believe Mr. Huennekens is qualified to serve on our board of based on his over 25 years of extensive experience in the medical device industry, developing advanced and innovative technological initiatives.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE ELECTION OF EACH CLASS III NOMINEE NAMED ABOVE

Directors Continuing in Office Until 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 2530 years of experience in the private and public sectors of the medical technology industry.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. (formerly NYSE:(NYSE: ZAYO) sincefrom November 2018. In2018 to March 2020, Zayo completed a merger agreement and is now a privately held company and its common stock has ceased trading on the NYSE.2020. 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 ofbased on his extensive management experience, growing revenue and driving operational improvements.

Keith Grossman has served as a member of our board of directors since July 2018. Mr. Grossman has over 35 years of experience in the medical device field. He was named Chairman, CEO and President of Nevro Corporation (NYSE: NVRO) in March of 2019. From 2014 to 2016 he served for the second time as the

Directors Continuing in Office Until the 2023 Annual Meeting of Stockholders

Daniel Moore has served as a member of our board of directors and our Chair since February 2018. Mr. Moore has served as Chairman of the Board for medical device company LivaNova, PLC (NASDAQ: LIVN) since September 2015. He served as a member of the board of directors for GI Dynamics, Inc. (ASX: GID), a medical device company from 2014 to 2020. From 2012 to 2019, Mr. Moore served as a member of the board of directors of medical device company, BrainScope. He served as a member of the board of directors of TriVascular (NASDAQ: TRIV), a medical device company, from 2010 to 2016. From 2007 to 2015, Mr. Moore served as Chief Executive Officer as well as a member of the board of directors of Cyberonics, Inc. (NASDAQ: CYBX), a medical device company. From 1989 to 2007, Mr. Moore held various positions in sales, marketing and senior management for Boston Scientific Corporation (NYSE: BSX). 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 Medical Device Innovation Consortium (MDIC) from 2012 to 2014. Mr. Moore has served on the board of the Epilepsy Foundation of America since 2014. He holds a B.A. from Harvard University, and an M.B.A. from Boston University. We believe Mr. Moore is qualified to serve on our board of directors based on his diverse domestic and global business experience in the medical device industry.

Gail Wilensky, Ph.D. has served as a member of our board of directors since July 2019. She has served as a member of the board of directors of UnitedHealth Group, Inc. (NYSE: UNH), a health and well-being services company, since 1993. Dr. Wilensky has served as a member of the board of directors of Quest Diagnostics, Inc. (NYSE: DGX), a diagnostic testing and information company, since 1997. She has served as a Senior Fellow at Project HOPE, an international non-profit health foundation, since 1993. Dr. Wilensky has served in the U.S. Department of Defense as President and Chair, Health Care Advisory Subcommittee from 2008 to 2009, and from 2006 to 2008 as Co-Chair, Task Force on the Future of Military Health. She served as Co-Chair and Presidential Appointee of the Task Force to Improve Healthcare Delivery for the Nation’s Veterans from 2001 to 2003. From 1997 to 2001, Dr. Wilensky served as Chair of the Medicare Payment Advisory Committee. She served as Chair of the Physician Payment Review Commission from 1995 to 1997. From March 1992 to January 1993, Dr. Wilensky served as Deputy Assistant to the President for Policy Development. She served as Administrator of the Health Care Financing Administration (now known as the Centers for Medicare and Medicaid Services) directing the Medicaid and Medicare programs for the United States from 1990 to 1992. Dr. Wilensky serves on the Board of Regents of the Uniformed Services University of the Health Sciences (USUHS) and the Geisinger Health System Foundation and is an elected member of the National Academy of Medicine. She holds a B.A., M.A. and Ph.D. from the University of Michigan. We believe Dr. Wilensky is qualified to serve on our board of based on her extensive experience as an economist, as well as her advisory and policy making work in the medical technology and healthcare fields.

Kevin Xie, Ph.D. has served as a member of our board of directors since October 2019. Since July 2020, Dr. Xie has served as Chief Financial Officer of Gracell Biotechnologies Inc. (NASDAQ: GRCL), a biopharmaceutical company. He served as President of Healthcare Holdings for Fosun Group, a Chinese international conglomerate and investment company, and Chief Representative of Fosun, NY from March 2015 to July 2020. From 2012 to 2015, Dr. Xie served as Managing Partner for Kinglington Capital, an investment company. He co-founded and served as Portfolio Manager for Locust Walk Capital from 2010 to 2012. During 2010, Dr. Xie served as Healthcare Sector Head for Scopia Capital, a global hedge fund. From 2005 to 2008, he served as Principal and subsequently Managing Director for Great Point Partners, a healthcare hedge fund. Dr. Xie served as an Equity Analyst for Delaware Investments, an asset management firm, from 2002 to 2005. From 1999 to 2001, he served as Project Leader and Senior Scientist for Boehringer Ingelheim Pharmaceuticals, Inc. Dr. Xie holds a B.S. from Tianjin University in China, a Ph.D. from The City University in New York, and an M.B.A. from The Wharton School, University of Pennsylvania. We believe Dr. Xie is qualified to serve on our board based on his extensive expertise in the healthcare industry.

Director Compensation

There were no changes to the amounts payable to non-employee directors or the Director Compensation Policy.as compared to 2019. Pursuant to the Company’s Director Compensation Policy for 2019, 2020, eachnon-employee director director received the following amounts for their services (as compared to 2018 compensation):service:

Under the Director Compensation Policy,each non-employee director may elect to receive the Annual Retainer in cash or Deferred Stock Units (“DSUs”). Ifthe non-employee director elects to receive the Annual Retainer in the form of cash, the Annual Retainer will be paid in arrears in equal quarterly installments following the close of each calendar quarter, subjectto pro-ration (rounded down to the nearest month) if anon-employee director

vested on June 12, 2020 (“January 2020 RSUs”). The January 2020 RSUs reflected compensation owed to the non-employee directors for the period commencing on January 1, 2020 and ending on the date of the 2020 Annual Meeting.

Pursuant to the terms of the 20192020 Director Compensation Policy, all equity awards outstanding and held bya non-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, among other factors, market data provided by our compensation consultant, as described below in the “Executive Compensation – Overview of Executive Compensation Program – Use of Market Data for Comparison Against Peer Companies”section, regarding compensation paid to directors of similarly situated companies in our industry and determined that the levels of cash for director compensation, are appropriate. While the Company’s board of directors considers director compensation annually, market data is currently compiled and assessed every other year.

In connection with her initial appointment to our board of directors, in July 2019,on May 1, 2020, we granted Dr. WilenskyMs. Johnson an Initial Grant of 19,841 RSUs. The7,111 RSUs that vested on June 12, 2020 and 92,105 RSUs that vest as toin equal installments of 1/36^th of the shares subject to the grant on each monthly anniversary of Augustbeginning on May 1, 2019,2020, subject to Dr. Wilensky’s continued service through each applicable vesting date. In connection with his initial appointment to our board of directors, in October 2019, we granted Dr. Xie an Initial Grant of 62,500 RSUs. The RSUs vest as to 1/36^th of the shares on each monthly anniversary of November 1, 2019, subject to Dr. Xie’sMs. Johnson’s continued service through each applicable vesting date.

Effective April 6, 2020, in light of the Company’s broader efforts to preserve capital and foster its ability to conduct its business in light of the coronavirus pandemic, the directors determined to reduce their retainer fees for the remainder of 2020 by 30%. Atyear-end 2020, we will make the directors whole and pay each a lump sum in the amount of the retainer reductions realized during 2020, subject to our cash position at year end and revenue prospects for 2021 being at appropriate levels and consistent with our capital commentary provided during our March 12, 2020 earnings call.

PROPOSAL NO. 2

APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION

TO PHASE OUT THE CLASSIFIED STRUCTURE OF OUR BOARD OF DIRECTORS

Background

Under our Certificate of Incorporation, our board of directors is currently divided into three classes, with members of each class holding office for staggered three-year terms. We are asking you to approve amendments to our Certificate of Incorporation to phase out the present three-year, staggered terms of our directors and instead provide for the annual election of directors. After careful consideration, the board of directors approved, declared advisable, and recommended that our stockholders approve at the Annual Meeting a plan to declassify the board of directors.

Rationale for Phasing Out the Classified Structure of Our Board of Directors

The board of directors took into consideration arguments in favor of and against continuation of the classified board structure and determined that it is in the best interests of the Company and its stockholders to declassify the board of directors. The board of directors considered the advantages of maintaining the classified board structure in light of our current circumstances, including that a classified board structure enhances the continuity and stability of the board of directors and helps the Company attract and retain committed directors who are able to develop a deeper knowledge of our business and the environment in which we operate and focus on long-term strategies. A classified board structure also provides protection against certain abusive takeover tactics and more time to solicit higher bids in a hostile takeover situation because it is more difficult to change a majority of directors on the board of directors in a single year. While the board of directors continues to believe that these are important considerations, the board of directors also considered potential advantages of declassification in light of our current circumstances, including the ability of stockholders to evaluate directors annually to register their views on the collective performance of our board and on each director individually. A structure that requires annual elections for the entire board of directors is perceived by some institutional stockholders and members of the investment community as increasing the accountability of directors to all stockholders. The board of directors also recognizes that many other public companies have eliminated their classified board structures in recent years. After carefully weighing all of these considerations, the board of directors approved and deemed advisable the proposed amendment to the Certificate of Incorporation and recommended that the stockholders adopt the amendment by voting in favor of this proposal.

Proposed Amendment

The following description of the proposed amendment is a summary and is qualified by the full text of the proposed amendment, which is attached to this Proxy Statement as Appendix A.

If the proposed amendment to our Certificate of Incorporation is adopted and approved by the stockholders, the classified structure of the board of directors would be phased-out commencing with the 2022 Annual Meeting of stockholders and would result in the board of directors being declassified (and all members of the board of directors standing for annual elections) commencing with the 2024 Annual Meeting of stockholders. If the proposed amendment is not adopted, none of the changes described in Appendix A will be made to our Certificate of Incorporation. The board of directors reserves the right to abandon the proposed amendment at any time prior to the effectiveness of the Certificate of Amendment to be filed to effect the proposed amendment.

Under the proposed amendment to our Certificate of Incorporation, each director elected at this Annual Meeting would be elected for a three-year term expiring at the 2024 Annual Meeting. Each director elected at the 2022 Annual Meeting would be elected for a two-year term expiring at the 2024 Annual Meeting. Each director elected at the 2023 Annual Meeting would be elected for a one-year term expiring at the 2024 Annual Meeting. At the 2024 Annual Meeting and each annual meeting of stockholders thereafter, all directors would be elected

for a one-year term expiring at the next annual meeting of stockholders held after such director’s election. The table below summarizes the implementation of the declassification of the board of directors pursuant to the proposed amendment:

PROPOSAL NO. 3

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, 20202021 and is seeking ratification of this 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 a change would be in the best interests of the Company and our stockholders.

Auditand Non-Audit Services

The following table provides information regarding the fees incurred to Deloitte & Touche LLP during the years ended December 31, 20192020 and 2018.2019. All fees described below were approved by the audit committee.

The auditcommittee pre-approved all audit, audit-related, tax and other services provided by Deloitte & Touche LLP for 20192020 and 20182019 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 VOTE “FORFOR”” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020.2021.

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 ViewRay’s board of directors. The audit committee’s functions are more fully described in its charter, which is available in the “Corporate Governance” section of ViewRay’s investor relations website at http://investors.viewray.com/corporate-governance/highlights. Management has the primary responsibility for ViewRay’s financial statements and reporting processes, including its 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, 2019.2020.

The audit committee has discussed with Deloitte & Touche LLP, ViewRay’s independent registered public accounting firm, the matters required to be discussed under applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the audit committee discussed Deloitte & Touche LLP’s independence with their representatives and has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the 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 audits of ViewRay’s financial statements and internal controls over financial reporting.statements.

Based on these reviews and discussions, the audit committee has recommended to ViewRay’s board of directors that the audited financial statements be included in our Annual Reporton Form 10-K for the year ended December 31, 20192020 for filing with the SEC. The audit committee also has engaged Deloitte & Touche LLP as ViewRay’s independent registered public accounting firm for the fiscal year ending December 31, 20202021 and is seeking ratification of this selection by the stockholders.

Audit Committee

Brian K. Roberts, Chairman

Scott Huennekens

Daniel Moore

PROPOSAL NO. 3

APPROVAL OF THE AMENDED & RESTATED 2015 EQUITY INCENTIVE AWARD PLAN

On April 14, 2020, our Board of Directors approved the ViewRay, Inc. Amended and Restated 2015 Equity Incentive Award Plan (the “Amended 2015 Plan”), which amends and restates our ViewRay, Inc. 2015 Equity Incentive Award Plan (the “Existing 2015 Plan”), subject to approval by our stockholders. We are asking stockholders to consider and vote upon a proposal to approve the Amended 2015 Plan.

The Company anticipates that its equity-based compensation needs will soon exceed the remaining shares available under the Existing 2015 Plan. Upon the recommendation of the Compensation Committee, the Board on April 14, 2020 therefore approved the Amended 2015 Plan, subject to the receipt of stockholder approval at the Annual Meeting. The Amended 2015 Plan provides for the grant of stock options, restricted stock, restricted stock units, performance awards, dividend equivalents, deferred stock, deferred stock units, stock payments, and stock appreciation rights.

The primary change to the Amended 2015 Plan is to eliminate the evergreen provision in the Existing 2015 Plan and replace it with a share reserve of 3,250,000 shares of our common stock, plus the shares remaining available for issuance under the Existing 2015 Plan as of the date of shareholder approval of the Amended 2015 Plan, plus any shares subject to outstanding awards under the Existing 2015 Plan that are subsequently forfeited or settled in cash. In addition, the Amended 2015 Plan includes a handful of additional amendments, including (i) changes to address recent changes to Section 162(m) of the Internal Revenue Code; (ii) the addition of a minimum vesting provision; (iii) the addition of limits to the compensation payable tonon-employee directors of the Board and (iv) updates to the plan’s share recycling provisions. If the Amended 2015 Plan is not approved, the Existing 2015 Plan will remain in effect.

The following table sets forth certain information about the Amended 2015 Plan, as well as the Company’s Existing 2015 Plan:

Unless otherwise indicated, properly executed proxies will be voted in favor of Proposal No. 54 to approve the compensation of ViewRay’s named executive officers as disclosed in the Compensation Discussion and

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 March 3, 2020,February 26, 2021, 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 March 3, 2020,February 26, 2021, and restricted stock units that vest within 60 days of March 3, 2020,February 26, 2021, 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.

EXECUTIVE OFFICERS

The following is biographical information for our current executive officers, including their ages, as of April 17, 2020.19, 2021.

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

Brian KnaleyZachary Stassen has served as our Senior Vice President and Interim Chief Financial Officer since October 2019. He previously served as our Senior Vice President of Finance whenMay 2020. Prior to joining ViewRay, from 2017 to 2020 he first joined the Company in September 2018. Mr. Knaley was appointed as the Company’s interim Chief Financial Officer in October 2019. Mr. Knaley formerly served as Chief Financial Officer at ARC Group Worldwide, Inc. (“ARC”), a global manufacturer of precision metallurgic products and advanced 3D printingChief Operating Officer for Bolder Surgical, an innovative, privately held company from Novemberthat develops and markets laparoscopic surgical devices. From 2014 to 2017, to September 2018. Prior to ARC, Mr. Knaley served as Vice Presidenthe held various finance and Corporate Controllerbusiness development roles at The Spectranetics Corporation, a developer and manufacturerincluding Vice President of minimally-invasive cardiovascular devices, from June 2016Finance, before its acquisition by Royal Philips. Between 2013 to November 2017. Prior to The Spectranetics Corporation,2014, Mr. KnaleyStassen served as Corporate Controlleran Account Executive for NetSuite, Inc., and from 2011 to 2013 maintained his self-established strategic planning consultancy, Z Stassen, LLC. Between 2010 to 2011, Mr. Stassen served as Co-founder and Chief Financial Officer at Arcelormittal USA,Emerge Medical, a steel and miningdevice company focused on generic orthopedic trauma products, which was acquired by Cardinal Health. From 2005 to 2008, he worked for Piper Sandler’s (formerly Piper Jaffray) medical technology investment banking group. Mr. Stassen earned a master’s degree in business administration from May 2012 to June 2016. Mr. Knaley holds a BA in Accounting from Thomas More Collegethe Kellogg School of Management at Northwestern University, and a CPA license in the State of Ohio.bachelor’s degree from Drake University.

James F. Dempsey, Ph.D. has served as our Chief Scientific Officer since founding ViewRay in March 2004. Dr. Dempsey previously served as a member of the board of directors from January 2008 to April 2020. He has more than 18 years of experience in the field of radiotherapy medical physics. Dr. Dempsey served as Assistant Professor in the University of Florida Department of Radiation Oncology, from July 2001 to July 2007, and as Associate Professor from July 2007 to January 2008. He holds a B.S. in Radiochemistry from San Jose State University and a Ph.D. in Nuclear Chemistry from Washington University in St. Louis.

Shar Matin has served as our Chief Operating Officer since July 2018. Mr. Matin 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.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary and Overview of 20192020 Compensation

Our Company’s long-term success depends on our ability to fulfill the expectations of our customers in a competitive environment and deliver value to stockholders. To achieve these goals, it is critical that we are able to attract, retain and develop highly talented individuals at all levels of the organization who are committed to the Company’s values and objectives. Accordingly, the Company strives to provide compensation that is (a) linked to stockholder value creation, (b) reflective of the overall performance of the Company, and (c) considerate of the competitive market levels of compensation needed to attract, retain and develop top executive talent, while remaining consistent with the other objectives.

As part of the Company’s continued focus on delivering improved stockholder value, the Compensation Committee designs its executive compensation plans to closely align executive compensation with stockholders’ multi-year time horizon and reinforce a pay for performance culture andwhile encouraging retention.

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 compensation decisions in 20192020 were designed to meet these goals. As set forth in more detail below, our Compensation Committee reinforced our pay for performance philosophy by paying cash and stock bonuses under our Amended and Restated 2015 Equity Incentive Award Plan (“2015 Plan”EIAP”), to our named executive officers (“NEOs”) and other membermembers of management only when applicablepre-established financial performance metrics for the Company were met.

On April 8, 2020, the Company announced its broader efforts to preserve capital and foster its ability to effectively conduct its business in light of the coronavirus pandemic. As a result, company-wide salary reductions were implemented. Members of the Company’s leadership team, including our NEOs, took a 20%-30% reduction in their salaries, and the board of directors took a 30% reduction in their annual cash retainers. Reductions were cascaded down at lesser rates through the organization.

In December 2020, the impacted officers and directors were made whole, and each was paid a lump sum amount equal to the pay cuts previously implemented during 2020.

In 2021, the Company has initiated a performance based long-term equity incentive component. Long-term incentives will be delivered two-thirds in restricted stock units and one-third in performance shares. Performance shares will be earned at between 0% and 300% of the target number of performance shares awarded based on the Company’s compound annual revenue growth rate over a three-year period, because of the importance of this metric to the Company’s investors.

Fiscal Year 20192020 Business Performance

We entered 2019Due to pandemic-related factors like the delays in service from our global supply chain partners and travel and quarantine restrictions imposed by government agencies and our customers in response to the spread of coronavirus, we have experienced delays in installation of systems in the United States, Asia and Europe. Similarly, our ability to conduct commercial efforts with our customers has been and is likely to continue to be disrupted as customers have in most cases suspended in-person sales calls and turned their focus to dealing with the impact of the coronavirus on their operations. Many customers have reduced spending on capital equipment and redirected financial resources to pandemic-related spending and otherwise preserved capital in anticipation of a continued focus on new system ordersprolonged pandemic.

In the first quarter of 2020, we initiated a contingency plan with the goal to drive future revenues and cash generation, as well as a reduction in cash usage. During the year, we were disappointed to take down our revenue guidance and increasereduce our cash usage rangeby approximately $30 million during the remainder of 2020, largely through reductions in operating expense, working capital, 401(k) employer match suspension, and company-wide salary reductions. Members of the Company’s leadership team, including all of our NEOs, took a 20%-30% reduction in base salary commencing in April of 2020. Reductions were cascaded down at lesser rates through the organization. By December 2020, the impacted employees (including the NEOs) were made whole, and each was paid a lump sum amount equal to the pay cuts previously implemented during 2020. Additionally, in late June 2020, we finalized and communicated a plan to reduce our workforce by approximately 20%. The plan was implemented on July 6, 2020.

In June 2020, we also announced an Impacted Teammate Program (the “ITP”) designed to retain select senior leaders while also providing an option for them to continue with the Company in the event economic conditions under the coronavirus pandemic improves, Shahriar (Shar) Matin, our Chief Operating Officer and one of our NEOs, participated in this program and, entered into a Separation Agreement in July of 2020 that modified certain terms and conditions included in his current employment agreement, but that provided for his continued employment in his current role for up to one year. This agreement is further discussed under the heading “Potential Payments upon Termination or Change in Control” below.

As of December 31, 2020, our cash management contingency plan allowed us to achieve our net cash usage goal for the year. Additionally, as a result of fewer system deliveries and installations. However, in 2019 we built significant organizational expertise, made progress on our innovation and clinical pipelines, and fortified our balance sheet with our December 2019 public offering of common stock.31, 2020:

In direct response to this shareholder feedback as well as our continued evaluation of peer group activity, we took the following actions:

The Compensation Committee recognizes the importance of having ongoing and open conversations with our shareholders to solicit their feedback. We value the insights gained from such conversations and find them to be helpful even when points of view vary. The Compensation Committee, as well as the members of our Board, will consider such stockholder feedback when adopting policies and practices affecting our executive compensation program and will continue to seek ongoing opportunities to have dialogues with our shareholders. The Compensation Committee is committed to maintaining or bettering such level of shareholder engagement going forward.

Compensation Philosophy and Objectives

The Company’s executive compensation program is based on the same objectives that guide the Company in establishing all of its compensation programs:

Overview of Executive Compensation Program

The Compensation Committee

The Compensation Committee has responsibility for establishing, implementing and monitoring adherence with the Company’s compensation philosophy. Accordingly, the Compensation Committee strives to develop and maintain competitive, progressive programs that reward executives for continuous improvement in key financial metrics that drive company performance and stockholder value. The Compensation Committee also recognizes the need for compensation programs to attract, retain and develop high-caliber employees, foster teamwork, and maximize the long-term success of ViewRay by appropriately rewarding our executives for their achievements. The Compensation Committee evaluates risk and rewards associated with the Company’s overall compensation philosophy and structure. Pursuant to the Compensation Committee Charter, the Compensation Committee may delegate authority to subcommittees when appropriate.

The Compensation Committee has the authority to engage independent advisors to assist in making determinations with respect to the compensation of executives and other employees. For the 20192020 fiscal year, the Compensation Committee engaged Willis Towers Watson to conduct a competitive review of executive compensation and advise the Compensation Committee on other compensation related matters. The Compensation Committee assessed the independence of Willis Towers Watson pursuant to applicable rules and regulations of the SEC and the Nasdaq Stock Market and concluded that the engagement of Willis Towers Watson did not raise any conflicts of interest during fiscal 2020 and currently does not raise any conflicts of interest.

Role of Executive Officers in Compensation Decisions

The Compensation Committee meets with the Company’s Chief Executive Officer and other senior executives, including Chief Executive Officer direct reports and certain senior vice presidents, in order to obtain recommendations with respect to the Company’s compensation programs and practices for executives and other employees. The Compensation Committee takes management’s recommendations into consideration but is not bound by management’s recommendations with respect to executive compensation. The compensation for the Chief Executive Officer is recommended by the Compensation Committee to the Board for its review and ratification. While management attends certain meetings of the Compensation Committee, the Compensation Committee also holds executive sessions not attended by any members of management or bynon-independent directors.

Use of Market Data for Comparison Against Peer Companies

One factor that the Compensation Committee considers when making compensation decisions is the compensation paid to similar executives of a peer group of companies. The Compensation Committee also considers other factors discussed below under the heading “Components of Executive Compensation.”

The Compensation Committee annuallydoes not rely solely on peer data to assess the competitiveness of executive target compensation. In addition to peer data, the Compensation Committee also reviews the compositioncompiled survey data that reflects a custom cut of the Peer Group to ensure it is the most relevant set of37 medical device companies to use for comparison purposes.with revenues between $50 million and $500 million in Radford’s 2019 Global Technology, Global Life Sciences and Global Sales Surveys.

In evaluating the base salaries of our executive officers for fiscal 2019,2020, establishing target annual cash incentive award opportunities and granting equity awards, the Compensation Committee reviewed the Peer Groupthis market data to inform its decisions on individual compensation elements, in particular the competitive reasonableness of such elements and to ensure that its decisions were consistent with our compensation philosophy and strategy. While the Compensation Committee considered the Peer Groupmarket data, it did not make its decisions solely based on targeting compensation to specific benchmarks against the peer groupmarket data. Instead, the Compensation Committee took an approach consistent with its intention to (i) set performance objectives for cash incentive compensation so that target level payouts would only be made if our executive officers and the Company performed at a superior level that would be difficult to achieve and (ii) provide our executive officers with the ability to earn above-market compensation for exceptional performance that furthered our long-term financial and strategic goals.

Components of Executive Compensation

For 2019,2020, the primary components of compensation for NEOs were: (1) Base Salary, (2) Performance Bonuses,Annual Incentives, and (3) Long-Term Equity Incentives, and (4) Other Compensation.Incentives. In determining the amount and relative allocation among each component of compensation for each NEO, the Compensation Committee considered, among other factors, the Company’s and each executive officer’s performance during the year, historical rates of executive compensation, data obtained from management’s recruitment activities, equity previously awarded to employees and available equity for issuance, the comparative review and analysis provided by Willis Towers Watson and alignment with the Company’s overall compensation philosophy.

Performance BonusesAnnual Incentive Plan

Performance bonuses representWe pay annual bonuses that are earned pursuantincentives to management which vary in size depending on the level of achievement of certain performance objectives. The performance targets are approved annuallyspecific financial, operational, and strategic goals considered by our board of directors.the Board to be critical in building long-term value for stockholders. When determining the 2019 performance bonus2020 annual incentive program for the NEOs, in late 2018,2019, the board of directors set certain performance goals, using a mixture of corporatefinancial and operational performance objectives after receiving input from Mr. Drake. These corporate and performance objectives included certain thresholds, targets and maximum metricsperformance levels based on financial, system reliability and quality, and innovation measures. There was a specific weighting, as described further below, assigned to the corporate and performance goals when determining the overall bonus amount, however, the board of directors ultimately weighed the achievement, partial achievement ornon-achievement for each performance target when determining the overall achievement level of all corporate and performance goals based on the importance to the success of the Company and exercised discretion when concluding on the performance bonus percentage to be paid out to NEOs and employees.

other strategic objectives. Each NEO’s target performance bonusannual incentive opportunity is expressed as a percentage of base salary which can be achievedearned at between 0% and 200% of target by meeting or exceeding the performance goals. For eachThe following table sets forth a breakdown of the NEOs, hisperformance objectives, the weighting of each performance objective, actual performance against the target for each performance bonus opportunity is originally set in his employment agreement or offer letter, as applicable, with the Company as described below. 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 assesses each participating executive’s experience in his role with the Companyobjective and the level of responsibility held, which the board of directors believes directly correlates to his ability to influence corporate results. For 2019, these annual performance bonus targets for our NEOs were as follows:resulting payout factor based on such performance.

In early 2020,2021, the board of directors reviewed our 20192020 Company-wide performance with respect to determining annual incentives. In the aggregate, based on Company performance bonuses for current executive officers. Based onagainst the boardestablished objectives, participants earned their incentives at 94% of director’stheir targets. The target and Compensation Committee’s reviewactual annual incentives earned by each of the Company’s performance compared to the metricsNEOs are set for the performance bonus payout, the initial calculated payout was 60% of target. The board and committee approved an additional 15 percentage point funding based on various strategic initiatives achieved during the year, which were not reflectedforth in the initial metrics when the target annual incentive plan was approved. Based on this finalbelow table. Target bonus achievementlevels as a percentage of 75% of target, the NEOs received the following payoutsbase salary remained unchanged from those in place in 2019 for 2019:continuing NEOs.

Long-Term Equity Incentives

Participants inThe Compensation Committee sets award levels for grants under the 2015 Plan received awards at levels set by the Compensation CommitteeEIAP to NEOs that are deemed to be sufficient to attract, retain and motivate highly talented executive officers capable of fulfilling the Company’s key objectives.

Except for a portion of Mr. Drake’s award, our annual long-term incentives were granted on March 2, 2020. A portion of Mr. Drake’s award was March 1, 2019.deferred and granted in June of 2020 following shareholder approval of an amendment and restatement of our EIAP that, among other things, eliminated an individual limit on the number of shares that may be subject to annual equity awards. We determined the number of RSUs to be granted to each NEO by dividing each NEO’s grant date fair value indicated above by the closing market price of our stock as of March 1, 2019. We2, 2020. For 2020, the Compensation Committee determined that RSUs were the number of stock optionsappropriate long-term equity incentive award type. RSU grants also allow NEOs to be granted to each NEO by estimatingbuild an equity ownership interest in the option award value using the Black-Scholes option-pricing modelCompany providing retention and dividing each NEO’s grant date fair value indicated above by the option award fair value as of March 1, 2019.motivation for executive talent. The grants of RSUs vest ratably over a three-year period with 1/3 vesting on each anniversary of the grant date. The grants of stock options vest ratably over a four-year period, with 1/48 vesting on each monthly anniversary of the grant date. Both the RSUs and stock options are subject to each NEO remaining a service provider through each such vesting date. Further details regarding the number of RSUs and stock options that we granted to each of the NEOs under the 2015 Plan can be found in the “2019 Grants of Plan Based Awards” table below.

In October 2019, the board of directors and Compensation Committee approved a retention grant to each of the NEOs listed below in the form of RSUs with the following grant date fair value: