Microsoft is keeping one foot in the past with the promotion of 22-year company veteran Satya Nadella to its CEO post. But it didn’t have to be this way. Microsoft could have hired an outsider to set the company on a whole new course, and indeed, it explored doing just that. But according to a new report, some of the outside candidates were skeptical of whether the company could really be changed in a deep way.

At least three candidates to become Microsoft CEO feared their hands would be tied by outgoing CEO Steve Ballmer and longtime chairman Bill Gates, Bloomberg reports. The candidates, including Ford CEO Alan Mulally and Nokia CEO Stephen Elop, were worried about being constrained by board members Gates and Ballmer and lacking the freedom they needed to remake the company.

Such concerns should come as no surprise, but it highlights the enormity of the task that now faces Nadella. Though he has vowed to take the company in new directions, actually making this happen is another matter, considering not only the continued influence of Ballmer and Gates, but the company’s entrenched corporate culture and its financial dependence on technologies that are no longer as important as they once were.

As we pointed out last fall, Ballmer has indeed made things difficult for his successor, in part via a $5 billion acquisition of Nokia’s handset business. When the old guard influences a company’s future like that, it forecloses the possibility of a Steve Jobs-style turnaround — for better or worse.

Microsoft may not need a Jobs-style revolution. Even as it struggles in mobile computing, the company remains very profitable and has maintained control of desktop computers and productivity software while making serious inroads into web services and living-room consoles. But some top CEO candidates thought the company needed a serious makeover and worried they wouldn’t be able to carry out such wrenching change, according to Bloomberg.

Mulally “worried about how much leeway he’d have to make decisions,” a source tells Bloomberg. Elop, meanwhile, “needed to hear from Gates and Thompson that they were serious about making changes.” And multiple candidates “expressed concerns about the freedom they’d have with both Ballmer and Gates, the first two CEOs, on the board.”

Even as the power of the old guard frightened off the likes Mulally, the guard was itself splintered, according to Bloomberg. Gates opposed the acquisition of Nokia, at least initially, preferring to keep Microsoft in hardware. Ballmer, meanwhile, had to pare back his plans, and chafed at the opposition he faced. Reportedly, he even shouted at board members in a June meeting, saying their partial opposition to the Nokia deal was preventing Ballmer from being an effective CEO. Still, Microsoft proceeded with its acquisition, affirming it would close even after Ballmer announced his pending retirement in August.

Nadella, by all accounts, is adept at navigating these types of situation. He is reportedly great at placating the strong-headed leaders within Microsoft. But now he’s got to do more than go along and get along. Nadella needs to affect some fundamental change within the company. Clearly, he will not put Microsoft on a whole new course, given Microsoft’s dedication to the Nokia deal and the presence of Gates and Ballmer. But he needs to make a pretty big turn, despite all the captains on deck. It won’t be easy, as any of the people who walked away from the job will tell you.