¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

þ	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:

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(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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(2)	Form, Schedule or Registration Statement No.:

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Q:	Why am I receiving these materials?

A:

The Board of Directors of Cray Inc. (Cray or the Company) has made these materials available to you via the Internet or has delivered printed versions of these materials to you by mail on or about April 20, 2018, in connection with its solicitation of proxies for use at our 2018 annual meeting of shareholders (2018 Annual Meeting or Annual Meeting), which will take place on Tuesday, June 12, 2018, at 3:00 p.m. Pacific Time, in the Fifth Avenue Conference Room at our corporate headquarters located at 901 Fifth Avenue, Seattle, Washington 98164. For a map and directions to our corporate headquarters, see our website, www.cray.com, under “Contact.” The contents of our website are not incorporated by reference into this Proxy Statement or our other SEC reports and filings.

Q:	What is included in these materials?

A:	These materials include:

•	Our Notice of the 2018 Annual Meeting and our Proxy Statement, which summarize the information regarding the matters to be voted on at the Annual Meeting;

•	Our 2017 Annual Report to Shareholders, which includes our Annual Report on Form 10-K and audited consolidated financial statements for the year ended December 31, 2017; and

•	The proxy card, if you requested printed versions of these materials by mail, or an electronic voting form, if you are viewing these materials via the Internet.

Q:	What items will be voted on at the 2018 Annual Meeting?

A:	There are three known matters that will come before the shareholders at the 2018 Annual Meeting:

•	The election of eight directors to the Board of Directors, each to serve a one-year term;

•	The advisory and non-binding vote on the compensation of our Named Executive Officers; and

•	The ratification of the appointment of Peterson Sullivan LLP as our independent registered public accounting firm for the year ending December 31, 2018.

Q:	What are the voting recommendations of our Board?

A:

Our Board of Directors recommends that you vote your shares “FOR” each of the named nominees to the Board; “FOR” the approval of the compensation of our Named Executive Officers; and “FOR” the ratification of the appointment of Peterson Sullivan LLP as our independent registered public accounting firm for the year ending December 31, 2018. In this Proxy Statement, the terms the Board of Directors, the Board, or our Board refer to the Board of Directors of Cray. None of the directors have any substantial interest in any

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Q:	Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A:

As permitted by the U.S. Securities and Exchange Commission (SEC), we are making this Proxy Statement and the Annual Report available via the Internet. On or about April 20, 2018, we mailed a Notice of Internet Availability of Proxy Materials (Notice) to our shareholders as of the record date and certain beneficial owners. We then posted this Proxy Statement and the Annual Report on the Internet at https://materials.proxyvote.com/225223 and www.cray.com/proxy. The Notice contains instructions on how to access this Proxy Statement and the Annual Report and to vote online.

Q:	Why did I receive a full set of proxy materials rather than the Notice?

A:	We are providing shareholders who have previously requested to receive paper copies of the proxy materials and our shareholders who are participants in the Cray 401(k) Savings Plan (Cray 401(k) Plan) paper copies of the proxy materials instead of the Notice.

Q:	Who may vote at the Annual Meeting?

A:	If you owned shares of our common stock at the close of business on April 6, 2018, the record date for the Annual Meeting, you are entitled to vote those shares. On the record date, there were 40,645,003 shares of our common stock outstanding, our only class of stock having general voting rights. You have one vote for each share of common stock owned by you on the record date.

Q:	What is the difference between holding shares as a shareholder of record and holding shares as a beneficial owner of shares held in street name?

A:	Shareholder of Record. If you have shares registered directly in your name with our stock transfer agent, Computershare Inc. (Computershare), then you are considered the shareholder of record with respect to those shares and we sent the Notice or proxy materials directly to you.

Q:	How can I vote?

A:	You may vote via the Internet, by telephone, by returning an enclosed proxy card if one was sent to you, or by voting in person at the Annual Meeting.

Q:	How do I vote via the Internet or by telephone?

A:	If You Are a Shareholder of Record:

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Q:	May I change my vote or revoke my proxy?

A:	Yes. If you change your mind after you have voted by Internet or by telephone or you sent in your proxy card and wish to revote, you may do so by following one of these procedures:

•	Vote again via the Internet or by telephone;

•	Send in another signed proxy card with a later date;

•	Send a letter revoking your vote or proxy to our Corporate Secretary at our offices in Seattle, Washington; or

•	Attend the Annual Meeting and vote in person.

Q:	How do I vote if I hold shares in my Cray 401(k) Plan account?

A:	Shares of our common stock held in the Cray 401(k) Plan are registered in the name of the Trustee of the Cray 401(k) Plan, Fidelity Management Trust Company. Under the Cray 401(k) Plan, participants may instruct the Trustee how to vote the shares of Cray common stock allocated to their accounts.

Q:	How do I vote in person?

A:	If you plan to attend the Annual Meeting and vote in person, we will give you a ballot when you arrive. If your shares are held in “street name,” you must obtain a “legal proxy” from the organization that holds your shares. You should contact your account executive about obtaining a legal proxy.

Q:	What happens if I do not give specific voting instructions?

A:

Shareholders of Record. If you are a shareholder of record and you indicate when voting via the Internet or by telephone that you wish to vote as recommended by our Board or you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by our Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their

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Q:	Which ballot measures are considered “discretionary” or “non-discretionary”?

A:

Proposal 1 (election of eight directors) and Proposal 2 (advisory and non-binding vote on the compensation of our Named Executive Officers) are each “non-discretionary” items. If you do not instruct your broker how to vote with respect to these items, then your broker may not vote with respect to these proposals and those votes will be counted as “broker non-votes.” Broker non-votes will have no effect on the outcome of Proposal 1 or Proposal 2 since broker non-votes are not considered entitled to vote on such proposals. Proposal 3 (ratification of the appointment of our independent registered public accounting firm) is considered a “discretionary” item and your broker may vote on this proposal.

Q:	How are abstentions treated?

A:

Abstentions are counted for purposes of determining whether a quorum is present. For Proposal 1 (election of eight directors), a director nominee will be elected if the number of votes cast in favor of that director exceeds the number of votes cast against. For Proposal 2 (advisory and non-binding vote on the compensation of our Named Executive Officers) and Proposal 3 (ratification of independent registered public accounting firm), each proposal will be adopted if the number of votes cast in favor of the proposal exceeds the number of votes cast against the proposal. Abstentions are not treated as votes cast affirmatively or negatively and therefore will have no effect on the outcome of Proposal 1, Proposal 2, or Proposal 3.

Q:	What is the quorum requirement for the Annual Meeting?

A:	The quorum requirement for holding the Annual Meeting and transacting business is a majority of the outstanding shares entitled to be voted. The shares may be present in person or represented by proxy at the Annual Meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

Q:	What vote is required to approve each proposal?

A.	Proposal 1: To Elect Eight Directors, Each to Serve a One-Year Term.

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Q:	Who will count the votes?

A:	Representatives of Broadridge will serve as the Inspector of Elections and count the votes.

Q:	Is voting confidential?

A:

We keep all the proxies, ballots, and voting tabulations private as a matter of practice. We let only our Inspector of Elections examine these documents. Our Inspector of Elections will not disclose your vote to our management unless it is necessary to meet legal requirements. Our Inspector of Elections will forward to our management, however, any written comments that you make on the proxy card or elsewhere.

Q:	Who pays the costs of soliciting proxies for the Annual Meeting?

A:

We will pay all the costs of soliciting these proxies. In addition to soliciting proxies by distributing these proxy materials, our officers and employees may also solicit proxies by telephone, by fax, by mail, via the Internet or other electronic means of communication, or in person. No additional compensation will be paid to officers or employees for their assistance in soliciting proxies. We will reimburse banks, brokers, and other similar organizations for the expenses they incur in forwarding the proxy materials to you.

Q:	Can I view future proxy statements, annual reports, and other documents via the Internet and not receive any paper copies through the mail?

A:	Yes. If you wish to view future proxy statements, annual reports, and other documents only via the Internet and you are a:

Q:	How do I receive paper copies of the proxy materials, if I so wish?

A:	The Notice contains instructions about how to elect to obtain paper copies of the proxy materials. Your election will remain in effect until you revoke it. All shareholders who do not receive the Notice will receive a paper copy of the proxy materials by mail.

Q:	I received multiple copies of the Notice and/or proxy materials. What does that mean and can I reduce the number of copies that I receive?

A:	This generally means your shares are registered differently or are held in more than one account. Please provide voting instructions for all proxy cards and Notices that you receive.

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Q:	What if I have lost or cannot find my stock certificates, need to change my account name, have moved and need to change my mailing address, or have other questions about my Cray stock?

A:	You may contact our transfer agent, Computershare, by calling: 877-522-7762 (for foreign investors, 201-680-6578), 800-490-1493 (TDD for hearing-impaired in the United States) or 781-575-2394 (TDD for foreign investors), visiting its website at www.computershare.com/investor or writing to Computershare Inc. Shareholder Relations, P.O. Box 505000, Louisville, KY 40233.

Q:	How can I find the voting results of the Annual Meeting?

A:	The voting results will be announced at the Annual Meeting. We will also report the voting results in a Current Report on Form 8-K filed with the SEC within four business days after the end of the Annual Meeting.

Q:	Whom should I call if I have any questions?

A:	If you have any questions about the Annual Meeting or voting, or about your ownership of our common stock, please contact Zanne Rhyder at (206) 701-2000.

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•	All persons we know to be beneficial owners of at least 5% of our common stock;

•	Our directors;

•	Our Named Executive Officers for 2017; and

•	All current directors and executive officers as a group.

*	Less than 1% of the outstanding common stock.

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(1)	Unless otherwise indicated, all addresses are c/o Cray Inc., 901 Fifth Avenue, Suite 1000, Seattle, WA 98164.

(2)

Unless otherwise indicated in these footnotes and subject to community property laws where applicable, each of the listed shareholders has sole voting and investment power with respect to the shares shown as beneficially owned by such shareholder. The number of shares and percentage of beneficial ownership includes shares of common stock issuable pursuant to stock options held by the person or group that may be exercised on April 6, 2018, or within 60 days thereafter.

(3)

The information under the column “Common Shares Owned” with respect to BlackRock, Inc. is based on a Schedule 13G/A filed with the SEC on January 19, 2018, regarding beneficial ownership as of December 31, 2017. In that Schedule 13G/A, BlackRock, Inc. reported beneficial ownership of 5,161,521 shares, with sole voting power of 5,075,768 shares, without shared voting power, sole dispositive power of 5,161,521 shares, and without shared dispositive power.

(4)

The information under the column “Common Shares Owned” with respect to Capital Research Global Investors is based on a Schedule 13G/A filed with the SEC on February 14, 2018, regarding beneficial ownership as of December 31, 2017. In that Schedule 13G/A, Capital Research Global Investors reported beneficial ownership of 4,872,068 shares, with sole voting power of 4,872,068 shares, without shared voting power, sole dispositive power of 4,872,068 shares, and without shared dispositive power.

(5)

The information under the column “Common Shares Owned” with respect to The Vanguard Group is based on a Schedule 13G/A filed with the SEC on February 9, 2018, regarding beneficial ownership as of December 31, 2017. In that Schedule 13G/A, The Vanguard Group reported beneficial ownership of 3,826,657 shares, with sole voting power of 45,800 shares, with shared voting power of 6,800 shares, sole dispositive power of 3,778,257 shares, and with shared dispositive power of 48,400 shares.

(6)

The information under the column “Common Shares Owned” with respect to Mairs and Power, Inc. is based on a Schedule 13G/A filed with the SEC on February 14, 2018, regarding beneficial ownership as of December 31, 2017. In that Schedule 13G/A, Mairs and Power, Inc. reported beneficial ownership of 2,670,857 shares, with sole voting power of 2,033,835 shares, without shared voting power, sole dispositive power of 2,670,857 shares, and without shared dispositive power.

(7)

The information under the column “Common Shares Owned” with respect to Dimensional Fund Advisors LP is based on a Schedule 13G filed with the SEC on February 9, 2018, regarding beneficial ownership as of December 31, 2017. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the Funds). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, Dimensional) may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. Dimensional Fund Advisors LP holds sole voting power as to 2,354,933 shares and sole dispositive power of 2,461,589 shares.

(8)	Represents (i) 10,630 shares held by Mr. Banerjee, and (ii) 20,000 options exercisable within 60 days of April 6, 2018.

(9)	Represents 20,000 options exercisable by Ms. Fallon within 60 days of April 6, 2018.

(10)	Represents (i) 6,286 shares held by Mr. Kiely, and (ii) 17,000 shares held by the Stephen C. Kiely Trust dtd 5/17/05. Mr. Kiely is one of the trustees of the Stephen C. Kiely Trust dtd 5/17/05 and has voting and dispositive power over the shares held by the Stephen C. Kiely Trust dtd 5/17/05.

(11)	Represents (i) 6,286 shares held by Mr. Regis, and (ii) 42,355 shares held by Regis Investments, L.P. Mr. Regis is the general partner of Regis Investment L.P. and has voting and dispositive power over the shares held by Regis Investment, L.P.

(12)	Represents (i) 8,512 shares held by Mr. Schireson, and (ii) 20,000 options exercisable within 60 days of April 6, 2018.

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(13)	Represents (i) 6,286 shares held by Mr. Turner, and (ii) 20,000 options exercisable within 60 days of April 6, 2018.

(14)	Represents (i) 262,207 shares held by Mr. Ungaro, (ii) 3,443 shares held in the Cray 401(k) Plan, (iii) 565,498 options exercisable within 60 days of April 6, 2018, and (iv) 39,500 shares of restricted stock units that are expected to vest within 60 days of April 6, 2018.

(15)	Represents (i) 60,469 shares held by Mr. Henry, (ii) 130,915 options exercisable within 60 days of April 6, 2018, and (iii) 17,250 shares of restricted stock units that are expected to vest within 60 days of April 6, 2018.

(16)	Represents (i) 55,327 shares held by Mr. Morreale, (ii) 2,059 shares held in the Cray 401(k) Plan, (iii) 44,498 options exercisable within 60 days of April 6, 2018, and (iv) 9,500 shares of restricted stock units that are expected to vest within 60 days of April 6, 2018.

(17)	Represents (i) 5,421 shares held by Dr. Papaefstathiou, (ii) 8,750 options exercisable within 60 days of April 6, 2018, and (iii) 8,750 shares of restricted stock units that are expected to vest within 60 days of April 6, 2018.

(18)	Represents (i) 42,384 shares held by Mr. Piraino, (ii) 575 shares held in the Cray 401(k) Plan, (iii) 127,818 options exercisable within 60 days of April 6, 2018, and (iv) 10,750 shares of restricted stock units that are expected to vest within 60 days of April 6, 2018.

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•	A Code of Business Conduct that sets forth our ethical principles and applies to all of our directors, officers, and employees;

•	Corporate Governance Guidelines that set forth our corporate governance principles;

•	A Related Person Transaction Policy that applies to all of our directors, officers, and employees;

•	Charters for our Audit, Compensation, Corporate Governance, and Strategic Technology Assessment Committees; and

•	A confidential, anonymous system for employees and others to report concerns about fraud, accounting matters, violations of our policies, and other matters.

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•	The quality and integrity of our accounting and financial reporting processes and the audits of our consolidated financial statements;

•	The qualifications and independence of the independent registered public accounting firm engaged to issue an audit report on our consolidated financial statements;

•	The performance of our systems of internal controls and disclosure controls;

•	The review and approval or ratification of “related person transactions” under our Related Person Transaction Policy; and

•	Our procedures for legal and regulatory compliance, risk assessment, and business conduct standards.

•	Our compensation policies, plans, and benefit programs;

•	The compensation of the Chief Executive Officer and other executive officers;

•	The administration of our cash- and equity-based compensation plans; and

•	Evaluation and mitigation of potential risks related to our compensation policies.

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•	Review the compensation of Board members and recommend to the full Board changes to Board compensation as appropriate to attract and retain qualified directors;

•	Assist the Board in its oversight of our technology strategy and product plans; and

•	Assess whether our research and development investments are sufficient and appropriate to support the competitiveness of our offerings in the marketplace.

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•	Base salaries are consistent with our employees’ responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security;

•

The determination of cash incentive awards is based on a review of two key Company performance measures, described under “Compensation Discussion and Analysis – 2017 Compensation Determinations,” linked in a matrix format ensuring accountability and line of sight to executives and their employees in driving business success. Our cash incentive plans for 2017 include specific caps on the target awards, which limits the incentive for excessive risk-taking by our employees;

•	Long-term equity compensation programs are designed to reward executives and other participants for driving sustainable and profitable growth for shareholders;

•	Equity incentive awards for our executive officers have included different types of equity instruments (with both time-based vesting and performance vesting), which helps to diversify the executive officers’ interests and limit the potential value of excessive risk taking;

•	The vesting periods for our time-based vesting equity awards are designed to encourage executives and other participants to focus on sustained stock price appreciation;

•	Our performance vesting restricted stock units vest upon the achievement of certain operational and financial milestones, and those milestones and the terms of the grants are designed to encourage sustained, measurable performance;

•	The mix between fixed and variable, annual and long-term, and cash and equity compensation is designed to encourage strategies and actions that are in our shareholders’ long-term best interests;

•	Our system of internal controls over financial reporting, standards of business conduct, and compliance programs, among other things, reduce the likelihood of manipulation of our financial performance to enhance payments under our bonus and sales compensation plans;

•	Our Chief Executive Officer is subject to, and is in compliance with, our stock ownership guidelines described below under “Compensation Discussion and Analysis – Compensation Program Components and Purposes,” which encourage a level of stock ownership that we believe appropriately aligns his long-term interests with those of our shareholders;

•	We have a clawback or recoupment policy for certain performance-based incentive compensation of our executive officers; and

•	Our Insider Trading Policy prohibits all employees from pledging shares, engaging in short sales, or hedging transactions involving our securities.

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•	The nominating shareholder’s name and address;

•	A representation that the nominating shareholder is entitled to vote at such meeting;

•	The number of shares of our common stock that the nominating shareholder owns and when the nominating shareholder acquired such shares;

•	A representation that the nominating shareholder intends to appear at the meeting, in person or by proxy;

•	The nominee’s name, age, address, and principal occupation or employment;

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•	All information concerning the nominee that must be disclosed about nominees in proxy solicitations under the SEC proxy rules; and

•	The nominee’s executed consent to serve as a director if so elected.

•	A brief description of the business the shareholder wishes to bring before the Annual Meeting, the reasons for conducting such business, and the language of the proposal;

•	The shareholder’s name and address;

•	The number of shares of our common stock that the shareholder owns and when the shareholder acquired them;

•	A representation that the shareholder is entitled to vote at such meeting;

•	A representation that the shareholder intends to appear at the Annual Meeting, in person or by proxy; and

•	A brief description of any material interest the shareholder has in the business to be brought before the Annual Meeting.

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•	Directors are expected to own shares of our common stock, the value of which equals at least $250,000 based on the closing price per share for our common stock as reported by Nasdaq on December 31, 2017.

•	Each director has five years following the later of commencement of his or her service on our Board or the adoption or amendment of our stock ownership guidelines to satisfy the minimum share holdings of our stock ownership guidelines.

•	Directors may sell enough shares to cover the income tax liability when restricted shares vest.

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(1)

Amounts in this column represent the fair value of the restricted stock awards granted on June 13, 2017, calculated in accordance with ASC 718 by multiplying the closing price of our common stock as reported by Nasdaq on the date of the grant ($17.55) by the number of shares awarded, disregarding any adjustments for estimated forfeitures. The amount any director realizes from these restricted stock awards, if any, will depend on the future market value of our common stock when these shares are sold, and there is no assurance that any director will realize amounts at or near the values shown. A more detailed discussion of the assumptions used in the valuation of stock awards made in the year 2017 may be found in Note 2 of the Notes to the Financial Statements in our Annual Report on Form 10‑K for the year ended December 31, 2017.

(2)	The following table provides additional information about non-employee director equity awards, including the stock awards made to non-employee directors during 2017 and the number of stock options and shares of restricted stock held by each non-employee director on December 31, 2017:

(a)	Pursuant to the policy described under “Equity Compensation – Restricted Stock Awards” above, on June 13, 2017, we granted to each non-employee director shares of restricted stock, all of which vest on the earlier of June 13, 2017 and the date that is immediately prior to the date of our 2018 Annual Meeting.

(b)	Pursuant to the policy described under “Equity Compensation – Stock Options” above, on December 14, 2017, we granted an option for 20,000 shares to Ms. Fallon upon her appointment to the Board. The option was fully vested on the date of grant.

(3)	This amount represents the aggregate grant date fair value of the stock option award, without reflecting forfeiture, computed in accordance with ASC 718 for 2017. This amount does not represent the actual amount paid to or realized by the director for this award during 2017.

(4)	Consists of applicable Washington State and City of Seattle business and occupation taxes and Seattle business license fees paid to directors.

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•	Base Salary — Maintained base salaries at the same levels as in 2016 for our Named Executive Officers.

•	Annual Cash Incentive Compensation Plan

◦	Target Bonuses — Maintained the target bonus awards as a percentage of base salary at the same levels as 2016 for our Named Executive Officers.

◦

Performance Goals and Achievement — For 2017, the annual cash incentive plan for our Named Executive Officers (2017 Executive Bonus Plan) was based on two quantitative measures: bookings and pre-bonus operating income. A minimum level of achievement of each measure was required to gain the benefit of performance against that measure. Neither measure was achieved at the minimum required level and no payments were made under the 2017 Executive Bonus Plan. For further information, see “2017 Compensation Determinations – Annual Cash Incentive Compensation Plan” below.

•

Long-Term Equity Awards — Granted long-term equity awards in the form of (i) stock options, generally with four-year vesting schedules dependent on continued employment, with exercise prices equal to 100% of grant date fair market value, as determined by the most recent closing price of our common stock as reported by Nasdaq prior to the date of grant, and (ii) restricted stock units, generally with four-year vesting schedules dependent on continued employment. We also granted performance-based restricted stock units to Dr. Papaefstathiou in connection with his commencing employment with us. For further information, see “2017 Compensation Determinations – Long-Term Equity Awards” below.

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•	To provide effective compensation and benefit programs that are competitive both within our industry and with other relevant organizations with which we compete for employees;

•	To encourage and reward behaviors that ultimately contribute to the achievement of organizational goals that increase long-term shareholder value without encouraging unbalanced short-term focus or inappropriate risk taking, thus fostering an innovative, high-performance culture;

•	To align the interests of employees with the long-term interests of our shareholders;

•	To provide a retention incentive; and

•	To provide a work environment that promotes integrity, innovation and excellence, teamwork, and respect for the individual.

•	Base Salaries — To provide fixed compensation to attract and retain the best employees at all levels

◦	Base pay opportunities for all positions are determined based on competitive market data, including salary surveys and other sources, internal responsibilities and each employee’s experience, qualifications, performance, and potential impact within our organization.

•	Short-Term Incentives — To motivate and reward achievement of and significant progress related to critical, tactical strategic and financial goals

◦	Consistent with competitive practices, virtually all employees have a portion of targeted total compensation at risk, contingent on performance relative to corporate objectives including, for employees (not including Named Executive Officers and certain other senior officers), individual objectives. Employees should share in rewards when mutual efforts contribute to outstanding overall results.

•	Long-Term Incentives — To encourage recipients to focus on creating long-term shareholder value and to provide significant retention incentives in the face of retention challenges

◦	Key decision-makers have a meaningful portion of their total compensation opportunity linked to our success in or progress toward meeting our long-term objectives and increasing shareholder value.

◦	Significant retention incentives are necessary to retain highly educated, specialized, and sought-after leaders, particularly in competition with companies with significantly greater resources.

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◦

Long-term equity awards, such as awards of restricted stock, restricted stock units, and stock options, encourage recipients to focus on performance and initiatives that should lead to an increase in the market price of our common stock, which benefits our shareholders, and unvested awards of restricted stock, restricted stock units, and in-the-money stock options can provide a retention incentive.

•	Employee Benefits — To meet the health and welfare needs of our employees and their dependents

◦	We assist employees in meeting important needs such as retirement income, affordable health care, survivor income, disability income, paid vacation, and other needs through company-sponsored programs that promote good health and financial security and provide employees with reasonable flexibility in meeting their individual needs.

◦	We do not provide the Named Executive Officers or our other senior officers any deferred compensation or special retirement or pension plans or any benefits or perquisites that are not available to our employees generally.

•	Severance Policy and Change of Control Agreements — To attract and retain officers and to encourage them to remain focused and engaged in the event of rumored or actual fundamental corporate changes and during any corporate transition

◦	We provide continuation of compensation and benefits to certain officers if they are terminated without Cause or resign for Good Reason, as those terms are defined in our policies and agreements.

•	Other Compensation-Related Policies and Practices — To enforce our commitment to good corporate governance practices related to compensation

◦

Our insider trading policy prohibits transactions that involve pledging, hedging, or short sales of our equity. Our Chief Executive Officer is subject to, and in compliance with, our stock ownership guidelines which encourage a level of stock ownership that we believe appropriately aligns his long-term interests with those of our shareholders. We have a clawback or recoupment policy for certain performance-based incentive compensation of our executive officers.

•	In our industry and similar industries such as application software, systems software, communications equipment, electronic components, electronic equipment and instruments, technology hardware, storage, and peripherals;

•	Similar to us with respect to elements such as operating results, research and development investments and product solutions, size of revenue (approximately 0.5x to 2x our target revenue for year-end 2017), and market capitalization; and

•	Those companies with whom we compete in the recruitment of executive officers.

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•	Align the interest of recipients with our shareholders;

•	Motivate and reward recipients to increase shareholder value over the long term;

•	Provide a significant portion of total target compensation at risk subject to future performance; and

•	Provide a retention incentive.

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(1)	These multiples are based on the closing price per share of our common stock on the date of grant for restricted stock units and the value of the closing price per share of our common stock one business day prior to the date of grant for stock options based on the Black-Scholes Model.

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•	Cancel any outstanding compensation award granted after the adoption of the policy (whether or not granted pursuant to a plan and regardless of whether it is vested or deferred); and/or

•	Require recoupment of all or a portion of any after-tax portion of any bonus, incentive payment, commission, equity-based award, or other compensation granted or received after the adoption of the policy.

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(1)

These amounts represent the aggregate grant date fair value of restricted stock awards and restricted stock units, without reflecting forfeitures, computed in accordance with ASC 718 for 2017, 2016, or 2015, respectively. These amounts do not represent the actual amounts paid to or realized by the Named Executive Officer for these awards during years 2017, 2016, or 2015. The value as of the grant date for restricted stock awards and restricted stock units is recognized over the number of days of service required for the grant to become vested. See the section entitled “Share-Based Compensation” in Note 2 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2017, for a description of the valuation of these restricted stock awards and restricted stock units. The amount any Named Executive Officer realizes, if any, from these restricted stock awards and restricted stock units will depend on the future market value of our common stock when these shares are sold, and there is no assurance that the Named Executive Officers will realize amounts at or near the values shown.

(2)

The valuation methodology for restricted stock awards and restricted stock units as described in footnote (1) assumes full vesting and maximum performance achievement and does not take into account the performance vesting criteria (and the reduced likelihood of vesting) associated with the PVRSUs described further in footnote (8), below. The PVRSUs vest, if at all, only upon the achievement of certain revenue and operating income milestones or upon a change of control of Cray.

(3)

These amounts represent the aggregate grant date fair value of stock option awards, without reflecting forfeitures, computed in accordance with ASC 718 for 2017, 2016, or 2015, respectively. These amounts do not represent the actual amounts paid to or realized by the Named Executive Officer for these awards during years 2017, 2016, or 2015. The value as of the grant date for stock option awards is recognized over the number of days of

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(4)

The information in this column reflects payments to the Named Executive Officers under our executive bonus plan for the indicated year. Payments for amounts earned under our 2017 Executive Bonus Plan were paid in March 2018. See the “Grants of Plan-Based Awards in 2017” table below and “2017 Compensation Determinations – Annual Cash Incentive Compensation Plan” in the Compensation Discussion and Analysis above for a description of the 2017 Executive Bonus Plan, including the conditions to payments of awards.

(5)	“All Other Compensation” for 2017 includes matching contributions under the Cray 401(k) Plan:

(6)

The amounts shown in the “Total” column are the sum of the amounts shown in the columns for salary, bonus, restricted stock awards, restricted stock units, PVRSUs, stock option awards, non-equity incentive plan compensation, and all other compensation, as required by SEC rules. Because these sums combine cash payments earned by and made to the Named Executive Officers with amounts not earned by or paid to the Named Executive Officers but rather amounts reflecting the grant date fair value of restricted stock awards, restricted stock units, options, or PVRSUs held by the Named Executive Officers, the actual total amount earned in any year by a Named Executive Officer depends on future events and, for the reasons described in footnotes (1), (2), and (3) above, there is no assurance that the Named Executive Officers will realize a total sum at or near the values shown.

(7)	Mr. Ungaro’s annual salary was increased to $540,000 effective July 2, 2016.

(8)

The valuation methodology for the restricted stock units as described in footnote (1) assumes full vesting and maximum performance achievement and does not take into account the performance vesting criteria (and the reduced likelihood of vesting) associated with the PVRSUs included in the value of the restricted stock units. The PVRSUs vest, if at all, only upon the achievement of certain revenue and operating income milestones, both of which must be met, in either fiscal year 2017, 2018 or 2019, or upon a change of control of Cray. The PVRSUs will expire completely if the milestones are not satisfied, or a change of control has not occurred, by the calendar day immediately following that date on which we file our Annual Report on Form 10-K with the SEC for the fiscal year ended December 31, 2019. No milestones were achieved and no shares vested in 2017.

(9)	Mr. Henry’s annual salary was increased to $400,000 effective July 2, 2016.

(10)	Mr. Morreale’s annual salary was increased to $325,000 effective July 2, 2016.

(11)	Dr. Papaefstathiou was appointed as our Senior Vice President, Research and Development on January 9, 2017. His salary reflects his partial service during 2017. Dr. Papaefstathiou was compensated based on an annual salary of $350,000.

(12)	This amount represents a one-time signing bonus received by Dr. Papaefstathiou.

(13)	This amount includes Dr. Papaefstathiou’s initial new hire equity awards, the size of which was determined as part of the negotiation of his total compensation package.

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(14)	This amount reflects a one-time guaranteed minimum award amount. See “2017 Compensation Determinations – Annual Cash Incentive Compensation Plan” in the Compensation Discussion and Analysis above for a description.

(15)	Mr. Piraino’s annual salary was increased to $325,000 effective July 2, 2016.

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(1)	The target and maximum payout levels represent, respectively, the target attainment (100%) and maximum attainment (200%). Additional information regarding the 2017 Executive Bonus Plan is included under “2017 Compensation Determinations – Annual Cash Incentive Compensation Plan” in the Compensation Discussion and Analysis above.

(2)	In determining the exercise price, we use the most recent closing price per share for our common stock as reported by Nasdaq prior to the grant date of the stock option.

(3)

The grant date fair value of the restricted stock units and stock option grants is computed in accordance with ASC 718 and represents our total projected expense for financial reporting purposes of those units and grants. See the sections entitled “Share-Based Compensation” and “Shareholders’ Equity” in Notes 2 and 16 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2017, for a description of the valuation of these restricted stock units and stock option grants, including key assumptions under the Black-Scholes pricing model for determining values of stock options; the values determined by the Black-Scholes model are highly dependent on these assumptions, particularly regarding volatility of the market price for our common stock and expected life of the stock options. There is no assurance that the stock options will ever be exercised, in which case no value will be realized by the Named Executive Officer. The amount any Named Executive Officer realizes, if any, from these restricted stock units and stock option grants depends on the market value of our common stock in the future when the Named Executive Officer sells the restricted stock units or the shares underlying the stock options, as the case may be, and there is no assurance that the Named Executive Officers will realize amounts at or near the values shown.

(4)

Reflects the number of restricted stock units granted on May 18, 2017, pursuant to our Amended and Restated 2013 Equity Incentive Plan. Twenty-five percent of the restricted stock units vest on each of the first, second, third, and fourth anniversaries of May 18, 2017. Restricted stock units are forfeitable upon certain events and also vest in full upon the death or Disability of the recipient and upon certain other events, as discussed below in “Termination of Employment and Change of Control Arrangements – Narrative to the Termination of Employment and Change of Control Payments Table.”

(5)	Reflects the number of stock options granted on May 18, 2017, pursuant to our Amended and Restated 2013 Equity Incentive Plan. Twenty-five percent of the stock options vest on May 18, 2018, with the remaining balance

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(6)

Reflects the number of PVRSUs granted to Dr. Papaefstathiou on January 9, 2017 pursuant to our Amended and Restated 2013 Equity Incentive Plan. The PVRSUs vest, if at all, upon the achievement of certain revenue and operating income milestones, if such milestones are both met in either fiscal year 2017, 2018, or 2019, or upon a change in control of Cray. Upon a change of control of Cray, the number of shares subject to the PVRSU that may be earned depends on the size of such change of control, and such earned shares will be subject to an additional one-year vesting cliff. The PVRSUs will expire completely if the milestones are not satisfied, or a change of control has not occurred, by the calendar day immediately following that date on which we file our Form 10-K with the SEC for the fiscal year ended December 31, 2019.

(7)

Reflects the number of restricted stock units granted to Dr. Papaefstathiou on January 9, 2017, pursuant to our Amended and Restated 2013 Equity Incentive Plan. Twenty-five percent of the restricted stock units vest on each of the first, second, third, and fourth anniversaries of January 9, 2017. Restricted stock units are forfeitable upon certain events and also vest in full upon the death or Disability of the recipient and upon certain other events, as discussed below in “Termination of Employment and Change of Control Arrangements – Narrative to the Termination of Employment and Change of Control Payments Table.”

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(1)	All stock options listed in this column are fully vested and exercisable.

(2)	Vesting of stock options is accelerated upon the death or Disability of the optionee and may be accelerated upon certain other events, as discussed below in “Termination of Employment and Change of Control Arrangements – Narrative to the Termination of Employment and Change of Control Payments Table.”

(3)	The option exercise prices were set at 100% of fair market value of our common stock using the most recent closing price per share for our common stock as reported by Nasdaq prior to the grant date of the stock option award.

(4)	Restricted stock awards and restricted stock units are forfeitable upon certain events. Time-based vesting restricted stock awards and time-based vesting restricted stock units also vest in full upon the death or Disability of the recipient and upon certain other events. Additional information regarding the design and terms of these

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(5)

Determined by multiplying the closing price of $24.20 per share for our common stock as reported by Nasdaq on December 29, 2017, the last trading day of the year, by the number of unvested restricted shares then held by the Named Executive Officer. Additional information regarding the design and terms of these long-term equity awards are included under “2017 Compensation Determinations – Long-Term Equity Awards” in the Compensation Discussion and Analysis above and in the “Termination of Employment and Change of Control Arrangements – Equity Plans and Equity Award Agreements” below.

(6)	Twenty-five percent of the restricted stock awards from this grant vested on each of May 21, 2015, May 21, 2016, and May 21, 2017, and twenty-five percent of the restricted stock awards from this grant will vest on May 21, 2018.

(7)

These PVRSUs vest, if at all, upon the achievement of certain revenue and operating income milestones, both of which must be met, in either fiscal year 2017, 2018, or 2019 (with achievement to be determined, generally, no later than July 1 of each subsequent calendar year), or upon a change in control of Cray. Upon a change of control of Cray, the number of shares subject to the PVRSU that may be earned depends on the size of such change of control, and such earned shares will be subject to an additional one-year vesting cliff. Vesting is subject to the executive officers’ provision of services to us on the applicable determination or vesting dates. These PVRSUs will expire completely if the milestones are not satisfied, or a change of control has not occurred, by the calendar day immediately following that date on which we file our Annual Report Form 10-K with the SEC for the fiscal year ended December 31, 2019. No milestones were achieved and no shares vested in 2017.

(8)	Twenty-five percent of the restricted stock units from this grant vested on May 6, 2016 and May 6, 2017, and twenty-five percent of the restricted stock units from this grant will vest on each of May 6, 2018 and May 6, 2019.

(9)	Twenty-five percent of the restricted stock units from this grant vested on May 19, 2017, and twenty-five percent of the restricted stock units from this grant will vest on each of May 19, 2018, May 19, 2019, and May 19, 2020.

(10)	Twenty-five percent of the restricted stock units from this grant will vest on each of May 18, 2018, May 18, 2019, May 18, 2020, and May 18, 2021.

(11)	Twenty-five percent of the options from this grant vested on May 21, 2015, and the remaining balance will vest monthly over the following 36 months so that all of these options will be vested on May 21, 2018.

(12)	Twenty-five percent of the options from this grant vested on May 6, 2016, and the remaining balance will vest monthly over the following 36 months so that all of these options will be vested on May 6, 2019.

(13)	Twenty-five percent of the options from this grant vested on May 19, 2017, and the remaining balance will vest monthly over the following 36 months so that all of these options will be vested on May 19, 2020.

(14)	Twenty-five percent of the options from this grant will vest on May 18, 2018, and the remaining balance will vest monthly over the following 36 months so that all of these options will be vested on May 18, 2021.

(15)	Twenty-five percent of the restricted stock units from this grant to Dr. Papaefstathiou vested on January 9, 2018, and twenty-five percent of the restricted stock units from this grant will vest on each of January 9, 2019, January 9, 2020, and January 9, 2021.

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(1)	Represents the number of shares acquired upon exercise of vested options.

(2)	Represents the value of options exercised calculated by determining the difference between the market price of our common stock as reported by Nasdaq at exercise and the exercise price of the options.

(3)	Represents the number of shares acquired upon vesting of restricted stock awards and restricted stock units.

(4)

Represents the value of vested restricted stock awards and vested restricted stock units calculated by multiplying the number of vested restricted stock awards and vested restricted stock units by the market value of our common stock as reported by Nasdaq on the vesting date or, if the vesting occurred on a day on which Nasdaq was closed for trading, the trading day immediately prior to the vesting date.

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(1)

Except for termination events following a Change of Control, the amounts shown in this column for the Named Executive Officers are the salary and bonus cash severance amounts due under the Executive Severance Policy. The amounts due under the Executive Severance Policy are to be paid in a single lump sum payment. The bonus cash severance amount included in this column assumes 100% achievement under our 2017 Executive Bonus Plan.

(2)	Except for PVRSUs, all unvested restricted stock awards and restricted stock units vest in full upon (x) death or Disability or (y) if following a Change of Control, the Named Executive Officer is terminated without Cause or resigns for Good Reason (each as defined in the applicable equity agreement).

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(3)	In the event of death or Disability (each as defined in the applicable equity agreement or plan), all unvested options vest in full and become exercisable and all option holders have a 12-month period or, if earlier, until the expiration date of the options to exercise their options.

(4)

Under our PVRSUs granted on January 9, 2017 to Dr. Papaefstathiou and on March 4, 2015 to Messrs. Ungaro, Henry, Morreale, and Piraino, the PVRSUs vest, if at all, only upon the achievement of certain revenue and operating income milestones, if such milestones are both met in either fiscal year 2017, 2018 or 2019, or upon a change in control of Cray (as defined in the PVRSU agreement). Upon a change of control of Cray, 50% of the shares subject to the PVRSU will be earned if such change of control is of a certain level and 100% of the shares subject to the PVRSU will be earned if such change of control is of a certain higher level, and such earned shares will be subject to an additional one-year vesting cliff. If, following a change of control, a Named Executive Officer is terminated without Cause or resigns for Good Reason (each as defined in the PVRSU agreement), all of the earned shares will accelerate in full. The amounts shown in this column reflect 100% of the shares subject to the PVRSU being earned upon a change of control and 100% of such shares accelerating to December 31, 2017. We used a price of $24.20 per share to determine market value, which was the closing market price of our common stock as reported by Nasdaq on December 29, 2017, the last trading day of the year.

(5)

The amounts shown in this column, as provided in our Executive Severance Policy, reflect the cost of COBRA coverage for medical, dental, vision, and orthodontia benefits (benefits that the individual and any of his dependents were receiving immediately prior to close of business on December 31, 2017) and the premiums for $500,000 of term life insurance for 18 months (for resignation for good reason or termination without cause) and the premiums for $500,000 of term life insurance for 24 months (for after a change of control event, resignation for good reason, or termination without cause), based on the costs for such benefits in January 2018, plus $12,000 for executive outplacement services for each Named Executive Officer. The COBRA expense is based on monthly cost for such coverage based on 2018 enrollment for 18 months and assumes a 5% inflationary trend; the life insurance premiums are based on January 2018 expense with no assumed increase. In all cases,

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(6)	The actual amounts to be paid to and the value of stock options, restricted stock awards, restricted stock units, and PVRSUs held by a Named Executive Officer upon any termination of employment can be determined only at the time of such termination and depend on the facts and circumstances then applicable.

•	A single lump sum payment equal to his per pay period base salary rate multiplied by the Applicable Severance Period (Applicable Severance Period means, for Messrs. Ungaro and Henry, 12 months; and for Messrs. Morreale and Piraino and Dr. Papaefstathiou, nine months plus one month for each year of service as an officer, up to a maximum of 12 months);

•

A single lump sum payment equal to his Incentive Compensation (Incentive Compensation means, for Messrs. Ungaro and Henry, 100% of their respective target award under our annual cash incentive plan for executive officers; and for Messrs. Morreale and Piraino and Dr. Papaefstathiou, a pro-rata portion (based on the quarter of the fiscal year in which the termination occurred) of his respective target incentive award under our annual cash incentive plan for executive officers));

•	Continuation of coverage under COBRA for medical, dental, vision, and orthodontia benefits and life insurance benefits, in each case, during the Applicable Severance Period (or up to 18 months in the Company’s discretion) or until such time as he is offered these benefits by a subsequent employer; and

•	Executive outplacement services.

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•	A single lump sum cash payment equal to two times his Compensation (Compensation means one year of base salary at the highest base salary rate that he was paid in the 12-month period prior to the date of his termination, plus 100% of his target award under our annual cash incentive plan for executive officers that he was eligible to receive in that 12-month period);

•	Acceleration of the vesting of all of his stock options and he would have 12 months to exercise the stock options after termination or, if earlier, until the options expire;

•	Reimbursement for all COBRA payments for medical benefits for 18 months;

•	Reimbursement of the premiums for a term life insurance policy for 24 months following termination; and

•	In certain circumstances, if he incurs excise tax due to the application of Section 280G of the IRC, an additional cash payment so that he will be in the same position as if the excise tax were not applicable, and legal fees and other costs incurred with respect to any challenge by the Internal Revenue Service to these calculations and payments.

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(1)

Audit services billed in 2016 and 2017 consisted of audits of our annual consolidated financial statements, audits of our internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act, reviews of our quarterly consolidated financial statements, statutory and regulatory audits, consents, comfort letters, and other services related to filings with the SEC and capital-raising offerings.

(2)	No audit-related services were billed in 2016 or 2017.

(3)	No tax services were billed in 2016 or 2017.

(4)	There were no fees billed for other services in 2016 or 2017.

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