Board of Directors

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Don Fowler

Chief Executive Officer

Don Fowler is chief executive of SumTotal Systems, Inc. Fowler is a member of the board of directors. He has also served on the boards of ADAC Laboratories and TelCom Semiconductor, and now serves on the board of Storage Engine Inc. Fowler is involved with various private companies, through advisory or board memberships, and served as CEO of eT Communications from 1996 to 1998 and as interim CEO of several other companies between 1996 and 2002. Fowler was a Senior Vice President at Tandem Computers from 1986 to 1996. Fowler also served in executive capacities with Bechtel Group from 1976 to 1986, and IBM from 1965 to 1976. Fowler received a B.S. in Mathematics and an M.B.A from the University of Washington in Seattle.

Jack Acosta

Chairman of the Board, Audit Committee Chair

Jack Acosta is chairman of the board. He has also served as a member of the board of directors and as chairman of the audit committee since March 2004. He is an independent director and the audit committee financial expert. Acosta was previously a member of the board of directors, chairman of the Audit Committee and a member of the governance committee of Docent Inc. He also currently serves on the boards of Commerce One and Integral Development. Acosta served as Chief Financial Officer and Vice President, Finance for Portal Software from February 1999 until September 2001. In addition, Acosta served as Secretary for Portal Software from February 1999 through April 1999. From July 1996 to January 1999, Acosta served as Executive Vice President and Chief Financial Officer for Sybase, Inc., a database company. From December 1994 until July 1996, Acosta served as Vice President, Engineering Services, Integration and Business Management of Sybase. From March 1993 until December 1994, Acosta served as President, Chief Operating Officer and a director of Tanon Manufacturing, Inc., a manufacturing and engineering services company. Prior to March 1993, Acosta held various management positions at Ungermann-Bass, Inc., Atari, Inc., Diablo Systems, Inc., and Ford Motor Company.

Chair of the Audit Committee

Holdings: 50,000 shares     View Transactions

Date	Type	Shares Traded	Price Range
Nov 8, 2007	Buy	18,464	5.00
Nov 7, 2007	Buy	5,100	5.00
Nov 6, 2007	Buy	8,700	5.00
Nov 5, 2007	Buy	17,736	4.98 - 5.00

Sally Narodick

Governance Committee Chair

Sally Narodick has served as a member of the Board of Directors, as a member of the compensation committee and as Chair of the governance committee since March 2004. She is an independent director. Narodick was previously Lead Director of Click2learn, Inc. from December 2002 to March 2004 and was a director of Click2learn, Inc. from May 1999. She is currently an independent consultant in the e-Learning industry. Narodick is a director of Penford Corporation, a publicly held complex carbohydrate company, Solutia, Inc., a publicly held specialty chemical company, and Puget Energy, a publicly held gas and electric utility. From September 2000 to March 2001, Narodick worked with Click2learn's management team advising on mergers and acquisitions, in addition to working with other non-competitive e-Learning companies. From October 1998 to September 2000, she was President and CEO of Apex Learning Inc., which provides e-Learning courses to high school students. Prior to that, she was Chairman and CEO of Edmark Corporation, a publicly held educational software company, from 1989 until September 1996. From December 1996 through October 1998, she was an educational technology consultant working primarily for the Consumer Software Division of IBM.

Member of the Compensation Committee
Chair of the Nominating and Governance Committee

John Coné

Compensation Committee Chair

John Coné has served as a member of the Board of Directors, as a member of the governance committee and as Chair of the compensation committee since March 2004. He is an independent director. Previously, Coné served as a director of Click2learn from May 2002 until March 2004. He currently is a consultant and author in the field of organizational learning. From September 15, 2003 until February 13, 2004 he served as Interim President of the American Society of Training and Development. From July 1995 until his retirement in August 2001 Coné served as Vice President of Learning & Development for Dell Computer. Prior to Dell, he served as Chief Learning Officer and Vice President of Human Resources for Sequent Computer Systems Inc. a computer hardware and software company, from June 1991 to June 1995. Prior to Sequent, he served as Director of Corporate Educational Services for Motorola from February 1988 to May 1991, where he was a founder and creator of Motorola University in 1990. In 2002, Coné served as the Chairman of the American Society of Training and Development and on the Board of Storied Learning, a privately held e-Learning content company.

Chair of the Compensation Committee
Member of the Nominating and Governance Committee

Ali Kutay

Member

Ali Kutay has served as a member of the Board of Directors and as a member of the audit and governance committees since March 2004, and of the compensation committee since October 2005. He is an independent director. He was previously a member of the Board of Directors and a member of the audit and governance committees of Docent Inc. From 1999 to 2003 Kutay was the Chairman and Chief Executive Officer of AltoWeb, Inc., a provider of e-business infrastructure software. From 1997 to 1998 he was a director, President and Chief Executive Officer of WebLogic, Inc., a Java-based Application Server company, which merged with BEA Systems, Inc. in 1998. Previously he was the President and CEO of Lockheed Martin Corporation's Commercial Software Business Unit, Formtek, from 1990 to 1997. Fromtek was founded in 1983 and was acquired by Lockheed Corporation in 1989. At Formtek, Kutay served at various roles including its President and Chief Executive Officer from 1985 to 1989. Kutay holds a B.S. and M.S. degree in Engineering from Middle East Technical University and has completed graduate work at Carnegie Mellon University.

Member of the Audit Committee
Member of the Compensation Committee
Member of the Nominating and Governance Committee

Kevin Oakes

Member

Kevin Oakes has served as a member of the Board of Directors of the Company since the Company's inception in March 2004, and was also President of the Company from its inception through May, 2006. He previously served as a director of Click2learn from September 1997, and its Chief Executive Officer from January 2000 and Chair of the Board from May 2001 until March 2004. Oakes had been President of Click2learn since joining the company in September 1997. Prior to that time, Oakes was the President of each of Oakes Interactive, a custom content development company, Acorn Associates, an e-Learning consulting firm and TopShelf Multimedia, a reseller of e-Learning titles which he founded in March 1993, January 1996 and March 1997, respectively, and each of which Click2learn acquired in September 1997. Prior to 1993, Oakes held positions at The Minnesota Mutual Life Insurance Company, an insurance company, and Fidelity Investments, a mutual fund company. Oakes also serves on the Board of Directors of ASTD, where he serves as Chair for 2006, and Development Dimensions International ("DDI"), a privately-held human resources training firm.

Vijay Vashee

Member

Vijay Vashee has served as a member of the Board of Directors and the audit committee since March 2004, and of the compensation committee since October 2005. He is an independent director. Vashee was previously a member of the Board of Directors of Click2learn, Inc from July 2001 until March 2004. From 1982 to until October 2001, Vashee served in various senior marketing, product management and executive positions at Microsoft, including as General Manager for Microsoft Project from 1988 to 1992 and as General Manager for Power Point from 1992 to 1997. Vashee holds a B.Tech EE from IIT Bombay, an MSEE from Cornell University and MBA from the University of Chicago. Vashee is the Chairman and was founding President of The Indus Entrepreneurs, Seattle and previously served as a board member of IntelliPrep Technologies, Incorporated prior to its acquisition by Click2learn in May 2001.

Member of the Audit Committee
Member of the Compensation Committee