This study addressed what standard-setting panelists think about when they make item performance estimates for a barely proficient student. This study extended previous studies by considering the factors that influenced panelists' decisions in an Angoff (1971)-based standard-setting study as a function of their item performance estimates. Panelists were divided into 3 groups based on their Round 1 item performance estimates (low, moderate, high). The study revealed that panelists in the high and moderate groups considered different factors than the panelists in the low group when they made decisions on the test items. Panelists in the low group appeared to think in a norm-referenced perspective, whereas the high and moderate groups thought in a criterion-referenced perspective.