What took Microsoft’s board so long to choose a CEO?

No doubt you’ve read and/or heard several of the thousands of analyses of Satya Nadella’s appointment as the new CEO of Microsoft, replacing Steve Ballmer, and John Thompson’s ascension to chairman of the board, replacing Bill Gates. You’ve seen Microsoft PR guy Frank Shaw’s “Meet the CEO” page (scroll to the end to see Nadella in a hoodie) and read Nadella’s email to the masses, as well as Ballmer’s passing of the baton. You may even have slogged through Shaw’s videos on the CEO page — but if not, head over to YouTube (yes, YouTube!) and take a gander at Nadella’s first-day-as-CEO interview (rating: 7.0/10); Gates’ “very excited” video, which lists Gates’ new title, chief software arch… er, founder and technology adviser (rating 6.5); Ballmer’s “I love this company” rhapsodizing (8.1.1); and Thompson’s “Satya was our first and unanimous choice” pronouncement (6.0).

Now that the presentations and celebrations (and prognostications!) are over, we’ve moved into morning-after mode. I, for one, am a bit concerned.

Understand that I think the world of Nadella — he’s widely respected among Microsoft developers, and that’s a huge part of the employee motivation problem solved. But I have reservations about him as CEO, as I noted last week. Even if you’re a flag-waving Nadella/Thompson fan, it must give you pause to realize that just three years ago, Nadella was in charge of Bing, and two years ago, ex-IBMer/ex-Symantec CEO Thompson wasn’t even on the Microsoft board. That’s a whole lotta change in a very short amount of time.

There’s been a bit of a brouhaha in the press about Gates “stepping up” to his new position and relinquishing the board chairmanship. I don’t think it’s a question of Gates being pushed, nor do I think it’s a case of Gates jumping. I believe Gates has much more important things on his mind — malaria, foreign aid, HIV, water, sanitation, and global health and development — and he’s been far removed from Microsoft for almost a decade. I think Gates’ new position is an expedient solution to several problems.

Had Gates remained as chairman, he would’ve become the target for all of those railing against the “old” Microsoft — new ValueAct board member Mason Morfit most certainly included. While Gates may or may not be the source of the “old” problems, he would’ve taken flak for them — personally. He doesn’t need that, and the board doesn’t need the distraction.

By bringing in a new chairman — even though Gates and Ballmer remain on the board — there’s a new delineation between Young Turks and Old Billionaires that may lead to more progress with less friction. Smart move.

Why is Gates being billed as Nadella’s new mentor? The person who’s most qualified to help Nadella learn his way through the corridors is, of course, Ballmer, who’s been in charge for almost two decades. But Ballmer’s name evokes bad karma, and everyone at the top knows it. Would Nadella/Thompson publicly enshrine Ballmer as technology adviser, business adviser, or steady old hand? Of course not. That’s the kiss of death. Rightly or wrongly, Ballmer’s a euphemism for all that’s gone wrong at Microsoft.

Although I fully expect Ballmer will be coaching Nadella left and right — remember that Nadella has no experience running an independent company, much less one with 130,000 employees — I don’t expect to see Gates whispering into Nadella’s ear. Ballmer has good motivation to support such an arrangement. People tend to forget that Ballmer’s in line to become Microsoft’s largest stockholder later this year, eclipsing Gates himself.

Then there’s the open question about Nadella. Would he have bristled under Gates? Was Nadella one of the driving forces behind Gates’ reassignment? I doubt that we’ll ever know the answer.

Nope, Gates didn’t jump and he wasn’t pushed. He was just expediently — and very publicly — transferred.

Which brings me to the nagging question about the board: Why did it take almost six months for the board to put together this solution? If Nadella was the “first and unanimous” choice, why did it take so long to choose him?

I don’t know, but I’d like to hazard a guess.

There were a lot of moving parts: Gates had to convince the board to put Thompson in charge of the conclave. Nadella and Thompson had to develop a good working relationship. Thompson and Gates had to come to a meeting of the minds. Ballmer had to buy into (or perhaps dream up?) all of it. It wouldn’t surprise me a bit if Ford’s Alan Mulally — a trusted adviser to both Gates and Ballmer — was in the middle of everything, possibly posing scenarios where he would participate in Microsoft’s management. Certainly, other board members were deeply involved — at least in the later stages of the process.

Perhaps it took that long to come up with the plan and put all the pieces together. Clearly, there was much more going on behind the scenes than simply selecting a new CEO.

Now we get to see what happens on the morning after. I wonder what will happen to the insiders who were considered for the job — at least by the press — but didn’t land it: Tony Bates, Kevin Turner (whom Ballmer mentioned in his YouTube video), Stephen Elop (who’s locked into an 18-month $25 million commitment to Microsoft as part of the Nokia acquisition), among others.

I’m also very concerned about the vacuum left by Nadella’s promotion. Can Microsoft find somebody capable of keeping the enterprise and cloud group running? Scott Guthrie — universally known as ScottGu — has taken over in the interim. He has a tremendous reputation, but Nadella’s are tough shoes to fill.

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