Archipelago Learning - Board of Directors

Tim McEwen
Chairman, Chief Executive Officer and President
Archipelago Learning

Elected 2007
Tim McEwen joined us in March 2007 as our President and Chief Executive Officer and oversees the strategic direction, and drives the growth, development and leadership of our organization. He was appointed Chairman in April 2011. Mr. McEwen has a deep passion for education and learning with over 35 years of operational and leadership experience in the education sector. Prior to Archipelago Learning, Mr. McEwen spent three years as Chief Executive Officer of Harcourt Achieve, a multi-national supplemental education company. He has held various executive leadership positions including: three years as Executive Vice President and Chief Operating Officer of Haights Cross Communications and four years as President and Chief Executive Officer of Thomson Learning's Higher Education and Lifelong Learning Groups (now Cengage Learning), a leader in the creation of digital and print educational products for the college market. Mr. McEwen earned a B.S. in Education from East Stroudsburg State University and an M.S. in Education from the University of Georgia.

Holdings: 781,296 shares View Transactions
Date	Type	Shares Traded	Price Range
Aug 24, 2011	Option Execute	23,364	8.80
Jun 14, 2010	Sell	1,900	12.50
Nov 19, 2009	Statement of Ownership	0	n/a
Nov 19, 2009	Disposition (Non Open Market)	4,868,670	n/a
Nov 19, 2009	Acquisition (Non Open Market)	755,158	n/a

Brian H. Hall
Retired, Vice Chairman
Thomson Corporation

Elected 2009
Brian H. Hall has been a member of our Board of Directors since November 2009. From January 2007 to August 2007, Mr. Hall served as Vice Chairman of Thomson Corporation, a business and professional information company, where he created and led the new corporate investment process, and directed Thomson's corporate strategy, marketing, communications and branding initiatives. From 1998 to 2006, Mr. Hall served as President and Chief Executive Officer of Thomson Legal & Regulatory and West Publishing. Prior to joining Thomson, Mr. Hall was President of Shepard's and Executive Vice President of McGraw-Hill. Mr. Hall is a former member of the board of directors of Bank One of Colorado Springs and Ryerson of Canada, and currently serves on the board of IHS, Inc., a provider of critical information and insight. Mr. Hall graduated from The Defiance College and has an MBA from the Rochester Institute of Technology.

Chair of the Audit Committee since 2009

Member of the Nominating and Governance Committee since 2009

Member of the Compensation Committee since 2009

Holdings: 15,331 shares View Transactions
Date	Type	Shares Traded	Price Range
Jan 10, 2012	Acquisition (Non Open Market)	2,508	9.97
Jan 10, 2011	Acquisition (Non Open Market)	6,938	n/a
Jun 8, 2010	Acquisition (Non Open Market)	3,940	n/a
Nov 19, 2009	Acquisition (Non Open Market)	1,945	n/a

Thomas F. Hedrick
Managing Director
Dillon Joyce Ltd. and HP Growth Partners LLC

Elected 2010
Thomas F. Hedrick has been a member of our Board of Directors since January 2010. Since 2002, Mr. Hedrick has been Managing Director of two venture capital investment and advisory firms, Dillon Joyce, Ltd. and HP Growth Partners LLC. Mr. Hedrick has also been an advisor to Vortex Partners LP, a Dallas-based venture fund and to SSM Partners, a Memphis-based growth capital fund. From 1987 through 2002, Mr. Hedrick was with McKinsey & Company where he rose to the position of director and managing partner of the Dallas office. While at McKinsey, Mr. Hedrick co-led the North American high tech practice and the Texas private equity and venture capital practices. Mr. Hedrick serves on the board of directors of All Web Leads, a provider of consumer leads for the insurance industry; Bulldog Solutions, an online marketing agency; RealManage, a provider of SaaS and services to homeowner associations; and CelAccess, a provider of wireless access control via SaaS. Mr. Hedrick is past president of an elementary and middle school board and currently serves on the advisory board for the Alliance for Catholic Education consulting initiative. Mr. Hedrick has a B.S. in Chemical Engineering from the University of Notre Dame and has an M.B.A. from Harvard Business School.

Member of the Audit Committee since 2010

Member of the Nominating and Governance Committee

Chair of the Compensation Committee since 2010

Holdings: 11,842 shares View Transactions
Date	Type	Shares Traded	Price Range
Jan 10, 2012	Acquisition (Non Open Market)	2,508	9.97
Jan 10, 2011	Acquisition (Non Open Market)	5,203	n/a
Jun 8, 2010	Acquisition (Non Open Market)	3,224	n/a
Jan 27, 2010	Statement of Ownership	0	n/a

Ruth E. Orrick
Corporate Affairs Consultant

Elected 2010
Since 2008, Orrick has been a corporate affairs consultant, commissioned for consulting contracts in the corporate and non-profit markets. From 2007 to 2008, she was an executive coach at Executive Coaching International, a professional coaching organization, specializing in custom executive coaching assignments. From 1994 through 2007, Orrick was with Thomson Legal & Regulatory, a $3.6 billion professional services division of the Thomson Corporation (now Thomson Reuters), where she steadily progressed to a role of Senior Vice President of Communications for Thomson Legal & Regulatory. From 1993 to 1994 she was with Himle Horner Inc., where she advised Fortune 500, public agency and non-profit clients in the areas of strategic planning, public affairs, communications, media relations and crisis management. From 1990 through 1992, Orrick was a public affairs consultant, serving as senior advisor to gubernatorial and congressional campaigns and candidates on reputation management, communications strategies, organizational and policy issues. She also served as the chief executive officer of the Minnesota Democratic Farmer Labor Party from 1985 to 1990. Orrick is a regular commentator on statewide public affairs programs, a frequent speaker to business and civic organizations, and has taught graduate-level corporate communications. Currently, she is the Board Secretary for the Institute of Basic & Applied Research in Surgery. Ms. Orrick has a Bachelors degree in American Studies from the University of Minnesota, Minneapolis, and was a Humphrey Institute Policy Fellow at the Hubert H. Humphrey Institute of Public Affairs, University of Minnesota, Minneapolis.

Chair of the Nominating and Governance Committee since 2010

Holdings: 10,484 shares View Transactions
Date	Type	Shares Traded	Price Range
Jan 10, 2012	Acquisition (Non Open Market)	2,508	9.97
Jan 10, 2011	Acquisition (Non Open Market)	4,956	n/a
Nov 18, 2010	Statement of Ownership	0	n/a

J. David Phillips
Principal
Providence Equity Partners

Elected 2007
David Phillips has been a member of our Board of Directors since January 2007. Mr. Phillips is a Principal of Providence Equity Partners. Prior to joining Providence Equity Partners in 2005, Mr. Phillips worked at Hutchison Whampoa China and at Goldman Sachs in the Principal Investment Area. Mr. Phillips serves on the board of directors of Edline Holdings, Inc., an educational technology company, JBP Holdings, LLC, which owns Assessment Technologies Institute, a provider of online educational products, and Jones & Bartlett Learning, a provider of higher education and vocational training solutions. Mr. Phillips received a B.A. from Princeton University and an M.B.A. from Harvard Business School.

Holdings: 12,273,954 shares View Transactions
Date	Type	Shares Traded	Price Range
Nov 25, 2009	Sell	3,135,370	n/a
Nov 19, 2009	Statement of Ownership	0	n/a
Nov 19, 2009	Disposition (Non Open Market)	84,545,064	n/a
Nov 19, 2009	Acquisition (Non Open Market)	15,409,324	n/a

Troy Stovall
Executive Vice President and Chief Operating Officer
Howard University

Elected 2011
Troy Stovall has held the position of Executive Vice President and Chief Operating Officer for Howard University since January 2010. He has also held the position of Managing Member and Founder of LeMaile Stovall LLC, a management consulting firm, since 2001. From July 2004 through December 2009, Stovall served as the Senior Vice President, Finance and Operations for Jackson State University (JSU). During this time, he also served as Treasurer of the JSU Development Foundation, Director for the Mississippi eCenter Foundation and Executive Director of the JSU Educational Building Corporation. Prior to JSU, Stovall was Co-Founder and Chief Executive Officer of GulfSouth Capital and Managing General Partner of GS Ventures from January 1999 to January 2001, and worked as a consultant for McKinsey & Co from January 1994 to January 1999. Stovall earned a B.S. in Electrical Engineering from Southern Methodist University, an M.S. in Computer Science from Stanford University, and an M.B.A. from Harvard Business School.

Member of the Audit Committee since 2011

Member of the Compensation Committee since 2011

Holdings: 3,922 shares View Transactions
Date	Type	Shares Traded	Price Range
Jan 10, 2012	Acquisition (Non Open Market)	2,508	9.97
Jun 8, 2011	Statement of Ownership	0	n/a

Peter O. Wilde
Managing Director
Providence Equity Partners

Elected 2007
Peter Wilde has been a member of our Board of Directors and Chairman since January 2007. Mr. Wilde is a Managing Director of Providence Equity Partners. Prior to joining Providence Equity Partners in 2002, Mr. Wilde was a General Partner at BCI Partners, where he began his career in private equity investing in 1992. Mr. Wilde is also a director of Asurion Corp., a provider of wireless subscriber services, Decision Resources, Inc., a provider of healthcare research, Edline Holdings, Inc., an educational technology company, Education Management Corporation, a provider of post-secondary education, JBP Holdings, LLC, which owns Assessment Technologies Institute, a provider of online educational products, and Jones & Bartlett Learning, a provider of higher education and vocational training solutions, ikaSystems Corporation, a provider of software and related services to medical insurance companies, and Survey Sampling International. Mr. Wilde received a B.A. from Colorado College and an M.B.A. from Harvard Business School.